DIRECTORS' REPORT

2. FINANCIAL PERFORMANCE AND THE STATE
OF COMPANY'S AFFAIRS

During the Financial Year 2025-26, on a Standalone
basis, the Company has recorded total income of
t 9,508.53 lakhs, as against t 9,228.26 lakhs earned in
the previous year. Profit after Tax for the financial year
2025-26 stood at t 4,526.53 lakhs as against t 4,235.97
lakhs during financial year 2024-25.

On a consolidated basis, the total income of the
Company stood at t 25,408.71 lakhs during the
Financial Year 2025-26 as against t 23,251.75 lakhs
earned in the previous year. The profit after tax
for the Financial Year 2025-26 on a consolidated
basis stood at t 5,930.18 lakhs as against
t 7,569.64 lakhs in the previous year.

STATE OF COMPANY AFFAIRS

Your Company is registered with the Reserve Bank of
India ("RBI") as a Non-Deposit Taking Non-Banking
Financial Company - Investment and Credit Company
(NBFC-ICC). Pursuant to the Scale Based Regulation
(SBR) framework, the Board of Directors, at its meeting
held on 2nd August, 2025, noted that the aggregate
asset size of the NBFCs within the Group had exceeded
t 1,000 crore and, accordingly, the Company was
categorised as a Middle Layer Non-Banking Financial
Company (NBFC-ML). Consequently, the Company is
presently classified as a Non-Deposit Taking Middle
Layer Non-Banking Financial Company (NBFC-ND-ML).

With over three decades of experience in the financial
services sector, your Company is primarily engaged in
lending, financing and investment activities, including
trading and dealing in shares, securities and mutual
funds. The Company follows a prudent and disciplined
approach to its operations, with a focus on sustainable
growth and long-term value creation for its stakeholders.
During the year under review, the Company remained
compliant with the applicable provisions of the RBI
Master Directions, the Companies Act, 2013, the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
LODR Regulations"), and other regulatory requirements
governing its business operations.

KEY DEVELOPMENTS

♦ The Scheme of Amalgamation of Yaduka Financial
Services Limited ("Transferor Company"/"Yaduka")
with and into Ashika Credit Capital Limited
("Transferee Company"/"ACCL") with appointed
date 1st October, 2024 was approved by Board
of Directors in its meeting held on 31st July, 2024.
Hon'ble National Company Law Tribunal, Kolkata
Bench, vide its' Order dated 4th November, 2025
sanctioned the said Scheme of Amalgamation. Both
the companies had filed e-form INC-28 with the
Registrar of Companies, Ministry of Corporate Affairs
("ROC"), on 18th November, 2025. Consequently, as
per the aforesaid Scheme, the merger of Yaduka
into the Transferee Company became effective from
18th November, 2025.

♦ The Composite Scheme of Amalgamation of (i)
Ashika Commodities & Derivatives Private Limited
("ACDPL" or "Transferor Company"), Wholly Owned
Subsidiary of Ashika Global Securities Private
Limited ("AGSPL" or "Amalgamating Company"
or "Transferee Company"), with and into AGSPL
and (ii) AGSPL with and into Ashika Credit Capital
Limited ("ACCL" Or "Amalgamated Company") with
appointed date 1st April, 2025, was approved by
Board of Directors in its meeting held on
12th November, 2024. Hon'ble National Company Law
Tribunal, Kolkata Bench, vide its' Order pronounced
on 8th May, 2026 has sanctioned the Composite
Scheme of Amalgamation for the merger of ACDPL
with and into AGSPL and AGSPL with and into ACCL.
All the companies had filed eform INC 28 with the
Registrar of Companies, Ministry of Corporate
Affairs ("ROC"), on 15th May, 2026. Therefore
in accordance with scheme, the Composite
Scheme of Amalgamation became effective from
15th May, 2026.

♦ Pursuant to the afore-mentioned Composite
Scheme of Amalgamation, the name of "Ashika
Credit Capital Limited" shall be changed to
"Ashika Global Securities Limited", subject to name
availability with the Ministry of Corporate Affairs and
completion of other procedural requirements.

♦ Consequent to the Composite Scheme of
Amalgamation becoming effective, all subsidiaries
(including step-down subsidiary) of Ashika Global
Securities Pvt. Ltd. have become subsidiaries of the
Company with effect from 15th May, 2026.

♦ The Company incorporated 3 (three) wholly-owned
subsidiary companies as part of the Company's
strategic initiative to expand its business operations
into wealth management, insurance, and
custodial services.

♦ The Company acquired 100% Optionally Convertible
Redeemable Preference Shares (OCRPS) issued by
its subsidiary Ashika Private Equity Advisors Pvt. Ltd.
Your Company is presently holding 51% of Equity
Share Capital of Ashika Private Equity Advisors
Pvt. Ltd.

♦ Received In-Principle approval from Securities
and Exchange Board of India (SEBI) for
sponsoring a Mutual Fund vide SEBI letter dated
30th December, 2025.

♦ The Company converted 50,82,664 Equity
Convertible Warrants into 50,82,664 equity shares
under Preferential Allotment during the first quarter
of Financial Year 2025-2026.

♦ Ashika Private Equity Advisors Pvt. Ltd., subsidiary
of the Company, being the Investment Manager for
Ashika Private Equity Trust, has received an approval
from the Securities and Exchange Board of India
(SEBI) for registration as a Category II - Alternative
Investment Fund.

♦ The Equity Shares of the Company have been
permitted to trade and admitted to dealings on
National Stock Exchange (Capital Market segment)
with effect from 20th April, 2026

3. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of
the Company during Financial Year 2025-26.

4. DIVIDEND:

The Board of Directors at its meeting held on
17th May, 2026 has recommended payment of t 0.50
Paise per equity share of face value of t 10/- each (5%)
to the shareholders of the Company as final dividend
for the financial year ended 31st March, 2026. The
payment of final dividend is subject to the approval of
the shareholders at the ensuing Annual General Meeting
(AGM) of the Company.

The final dividend, if declared, will be paid to the
Members holding equity shares of the Company as on
record date i.e., Saturday, 12th September 2026.

In view of the changes made under the Income Tax, 1961,
by the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the
shareholders. The Company shall accordingly make
the payment of final dividend after deduction of tax
at source.

5. CHANGES IN SHARE CAPITAL:

As on 31st March, 2026, the Authorised Share Capital of
the Company stood at t 70,00,00,000 (Rupees Seventy
Crore Only) divided into 7,00,00,000 (Seven Crore) Equity
Shares of t 10/- each. The Issued and Subscribed Share
Capital of the Company stood at t 44,73,11,450 (Rupees
Forty-Four Crore Seventy-Three Lakh Eleven Thousand
Four Hundred Fifty Only) divided into 4,47,31,145 Equity
Shares of t 10/- each, while the Paid-up Share Capital
stood at t 44,72,49,710 (Rupees Forty-Four Crore Seventy-
Two Lakh Forty-Nine Thousand Seven Hundred Ten Only)
divided into 4,47,24,971 Equity Shares of t 10/- each. The
changes in the equity share capital of the Company
during the year under review are detailed below:

Conversion of Equity Convertibles warrants
into Equity Shares

During the year under review, the following Warrants
were converted into equal number of Equity Shares
by the Warrant Holders: the following Warrants were
converted into equal number of Equity Shares by the
Warrant Holders:

1) Allotment of 32,27,700 Equity shares @306/- per
share on conversion of warrants into an equal
number of equity shares to Non-Promoter as
allotted by Fund Raising committee in its meeting
held on 10th April, 2025.

2) Allotment of 14,11,500 Equity shares @306/- per
share on conversion of warrants into an equal
number of equity shares to Non-Promoter as
allotted by Fund Raising committee in its meeting
held on 30th April, 2025.

3) Allotment of 4,43,464 Equity shares @306/- per
share on conversion of warrants into an equal
number of equity shares to Non-Promoter as
allotted by Fund Raising committee in its meeting
held on 2nd May, 2025.

Out of 95,31,000 Warrants allotted on 28th October,
2024, 59,536 warrants were forfeited by the Company
due to non-exercise of warrants/non-receipt of 75% of
subscription amount within the warrant exercise period.

Allotment of Equity Shares pursuant to Scheme
of Amalgamation of Yaduka Financial Services
Limited ("Transferor Company") with and
into Ashika Credit Capital Limited (Transferee
Company)

Pursuant to the Scheme of Amalgamation of Yaduka
Financial Services Limited ("Transferor Company")
with and into Ashika Credit Capital Limited ("Transferee
Company"), the Company has allotted 65,34,507 (Sixty-
Five lakhs Thirty-Four Thousand Five Hundred and Seven
only) fully paid up equity shares of Face Value of ^ 10/-
each, on 1st December, 2025, to the eligible shareholders
of the Transferor Company. The Company has received
listing and trading approvals for the aforesaid shares
from BSE Limited (BSE). Consequent to the above
allotment, the paid-up equity share capital stood
increased to ? 44,72,49,710/- divided into 4,47,24,971
Equity Shares of ^ 10/- each.

Allotment of Equity Shares pursuant to the
Composite Scheme of Amalgamation - Post
31st March, 2026

Pursuant to the Composite Scheme of Amalgamation
of: (i) Ashika Commodities & Derivatives Private Limited
("ACDPL" or "Transferor Company"), Wholly Owned
Subsidiary of Ashika Global Securities Private Limited
("AGSPL" or "Amalgamating Company" or "Transferee
Company"), with and into AGSPL and (ii) AGSPL with
and into Ashika Credit Capital Limited ("ACCL" Or
"Amalgamated Company") (collectively referred as
"Companies"), the Company shall allot 4,03,52,586

Equity Shares of Face Value of ^ 10/- each, to the eligible
shareholders of the Transferee or Amalgamating
Company within the prescribed timeline. Further,
pursuant to the Composite Scheme of Amalgamation,
there has been cancellation of 1,13,51,990 Equity Shares
held by dissolved (merged) Companies, i.e. Ashika
Commodities & Derivatives Private Limited and Ashika
Global Securities Private Limited in Ashika Credit
Capital Limited.

During the year under review, the Company has not
issued any shares with differential voting rights. The
Company has neither issued employee stock options
or sweat equity shares nor does it have any scheme
to fund its employees for purchasing the shares of
the Company.

6. TRANSFER TO RESERVE:

The Company has transferred ? 905.31 lakhs
to Statutory Reserves u/s 45 IC of Reserve Bank
of India Act, 1934 for the Financial Year ended
31st March, 2026.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

a) Board Composition

The composition of the Board of Directors of the
Company is in accordance with the provisions of
Section 149 of the Companies Act, 2013 ("the Act")
and Regulation 17 of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, ("Listing
Regulations") with an optimum combination
of Executive, Non-Executive and Independent
Directors including a Women Director. The Board
of the Company consist of Eight (8) Directors as
on 31st March, 2026. The details of the Directors of
the Company have been provided in the Report
on Corporate Governance forming part of this
Annual Report.

During the year under review, following changes
occurred in the directorship of the Company:

♦ Change in Designation of Mr. Pawan Jain (DIN:
00038076) from Executive Chairman to Non¬
Executive Chairman of the Company w.e.f. 1st
April, 2025.

♦ Change in Designation of Mr. Daulat Jain
(DIN: 00040088) from Managing Director & CEO
to Managing Director of the Company w.e.f.
1st April, 2025 and further, approved his re¬
appointment for a term of three (3) consecutive
years, w.e.f. 1st November, 2025.

♦ Appointment of Mr. Chirag Jain (DIN: 07648747)
as Executive Director & Chief Executive Officer
(Key Managerial Personnel) of the Company for
a term of Three (3) years, w.e.f. 1st April, 2025

♦ Appointment of Mr. Pravin Kutumbe (DIN:
01629256), Mr. Supratim Bandyopadhyay (DIN:
03558215) and Ms. Pinki Kedia (DIN: 08455451)

as Independent Director of the Company
w.e.f. 1st April, 2025 for a term of 3 (three)
consecutive years.

♦ Reappointment of Mr. Ajay Pratapray
Shanghavi (DIN: 00084653), Independent
Director of the Company for a second term
of three (3) consecutive years, w.e.f. from
1st September, 2025.

b) Cessation

Mr. Tapan Sodani (DIN: 01921743) ceased to be an
Independent Director of the Company pursuant to
the completion of his second term of office w.e.f.
closure of business hours on 31st August, 2025.
The Board placed on record its 'deepest gratitude
and appreciation for the valuable contribution
rendered by Mr. Sodani.

There were no other changes in the composition of
Board of Directors during the year under review.

c) Retirement by Rotation

In accordance with the provisions of Section 152 of
the Companies Act, 2013 read with the Articles of
Association of your Company, Mr. Amit Jain, being
a non-executive Director of the Company is liable
to retire by rotation at the ensuing AGM and being
eligible offer himself for reappointment..

Pursuant to Regulation 36 of the Listing Regulations
read with Secretarial Standards- 2 ("SS-2") issued
by the Institute of Company Secretaries of India
("ICSI"), a brief resume/details relating to the
director seeking re-appointment at the ensuing
AGM will be placed in the Notice convening
ensuing AGM of the Company forms part of this
Annual Report.

d) Independent Directors

Pursuant to the provisions of Section 149(7) of the
Act read with the Rules made thereunder and in
terms of Regulation 25(8) of the Listing Regulations,
the Independent Directors of the Company have
submitted declarations confirming that:

♦ they meet the criteria of independence as
prescribed under Section 149(6) of the Act read
with Schedule IV and Rule 5 of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 issued thereunder and Regulation
16(1)(b) of the Listing Regulations and that
during the year, there has been no change in
the circumstances affecting their status as
Independent Directors of the Company;

♦ in terms of Regulation 25(8) of the Listing
Regulations, they are not aware of any
circumstance or situation, which exist or may
be reasonably anticipated, that could impair
or impact their ability to discharge their duties

with an objective independent judgement and
without any external influence;

♦ they have complied with the Company's
Code of Conduct and also with the Code
for Independent Directors prescribed under
Schedule IV to the Act; and

♦ in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 they
have a valid registration with the Independent
Director's Databank maintained by the Indian
Institute of Corporate Affairs (IICA) and have
also qualified the online proficiency test
conducted by the IICA, if not exempted.

The Board of Directors of the Company has taken
on record the declaration and confirmation
submitted by the Independent Directors

All members of the Board of Directors and
Senior Management have affirmed compliance
with the Code of Conduct for Board and Senior
Management for the FY 2025-26.

None of the Director of the Company are
disqualified from being appointed or continuing
as Directors as specified under Section 164(1)
and 164(2) of the Act read with Rule 14(1) of the
Companies(Appointment and Qualifications
of Directors)Rules, 2014 (including any statutory
modification(s)and/or re-enactment(s) and/or
amendment(s)thereof for the time being in force)
or are debarred or disqualified by the Securities
and Exchange Board of India (SEBl),Ministry of
Corporate Affairs ("MCA") or any other such
statutory authority.

I n the opinion of the Board, the Independent
Directors possess the requisite integrity, experience,
expertise, and proficiency required under
applicable laws and the policies of the Company

e) Separate meeting of Independent Directors

In terms of requirements under Schedule IV of the
Act and Regulation 25(3) of the Listing Regulations,
a separate meeting of the Independent Directors
was held on 3rd Day of February, 2026. Further
details are mentioned in the Corporate Governance
Report forming part of this Annual Report.

The Company had obtained certificates from
Practicing Company Secretaries confirming that -
None of the Directors on the Board of the Company
has been debarred or disqualified from being
appointed and/or continuing as Directors by the
SEBI/MCA or any other such statutory authority.

f) Familiarisation Programme

In compliance with the requirement of Regulation
25 of the Listing Regulations, the Company has
put in place a familiarisation programme for the

Independent Directors to familiarise them about
the Company and their roles, rights, responsibilities,
the nature of the industry in which the Company
operates, the business model of the Company.
Details of the familiarisation programme are
provided in the Report on Corporate Governance
and are also available on the Company's website
and can be accessed athttps://www.ashikagroup.
com/accl/familarization-programme.html

g) Fit and Proper Policy:

During the year under review, the Company
transitioned from a Base Layer NBFC to a Middle
Layer NBFC (NBFC-ML) in accordance with the
Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based
Regulation) Directions, 2023, as amended
from time to time. Pursuant to the applicable
regulatory requirements, the Company adopted
and implemented the processes and procedures
prescribed by the Reserve Bank of India in relation
to the assessment of the "Fit and Proper" status
of its Directors. The Company also executed
Deeds of Covenant with its Directors, reaffirming
their commitment to discharge their duties and
responsibilities diligently, both individually and
collectively, in the best interests of the Company
and its stakeholders.

All the Directors of the Company have confirmed
that they satisfy the "fit and proper" criteria as
prescribed under RBI Regulations and that they are
not disqualified from being appointed/continuing
as directors in terms of Section 164(2) of the Act.

h) Key Managerial Personnel

In terms of the provisions of Section 203 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 and amendments thereof, the following are
the Key Managerial Personnel (KMPs), as on 31st
March, 2026:

♦ Mr. Daulat Jain (DIN: 00040088) -

Managing Director

♦ Mr. Chirag Jain (DIN: 07648747) - Executive
Director & CEO

♦ Mr. Gaurav Jain - Chief Financial Officer (CFO)

♦ Ms. Anju Mundhra - Company Secretary and
Compliance Officer (CS & CO)

During the year under review, following changes
occurred in the KMP of the Company, in
accordance with the provisions of Section 2(51) of
the Companies Act, 2013.

♦ Mr. Pawan Jain (DIN: 00038076) has ceased to
be the KMP of the Company due to change in
his designation from Executive Chairman to
Non-Executive Chairman w.e.f. 1st April, 2025.

♦ Mr. Chirag Jain (DIN: 07648747) has been
appointed as Executive Director & CEO of the
Company, for a period of three (3) years w.e.f.
1st April, 2025.

♦ Mr. Siddarth Mohta has resigned from his
position as Chief Investment Officer w.e.f. 6th
May, 2025, due to personal reasons.

♦ Ms. Ishita Jain has resigned from her position
as Chief Business Officer w.e.f. close of
business hours on 28th January, 2026, due to
personal reason.

8. MEETINGS OF THE BOARD:

During the year, 4 (four) Board meetings were held on
10th May, 2025, 2nd August, 2025, 7th November, 2025
and 4th February, 2026. The intervening gap between
the meetings was within the period prescribed under the
Act and the Listing Regulations. The details regarding
these meetings have been provided in the Corporate
Governance Report, which forms part of this Annual
Report. Apart from Board meetings, regular meetings
of the Board Committees are held to discuss and
decide on various business policies, strategies, financial
matters and other businesses. In case of business
exigencies or urgency of matters, resolutions are passed
by circulation.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3)(a) and 92(3)
of the Act, the Annual Return for the Financial Year ended
31st March, 2026, is available on website of Company at
the linkhttps://assets.ashikagroup.com/annual-return-
of-ashika-credit-capital-limited-for-f.y.-2025-26.pdf

10. BOARD COMMITTEES:

The Company has constituted/reconstituted various
Board-level committees in accordance with the
requirements of the Act, RBI Directions and the Listing
Regulations. The Board has the following committees
as on 31st March, 2026:

♦ Audit Committee

♦ Nomination and Remuneration Committee

♦ Stakeholders' Relationship Committee

♦ Corporate Social Responsibility Committee

♦ Risk Management Committee

♦ Finance Committee

♦ Asset Liability Management Committee

♦ IT Strategy Committee

♦ Information Security Committee

♦ IT Steering Committee

♦ Committee of Executives

The details of composition, terms of reference, etc.,
pertaining to these committees are mentioned in the
Corporate Governance Report, which forms part of this
Annual Report.

The Company in its Board Meeting held on 04th February,
2026, has constituted Those Charged With Governance
(TCWG) Committee in terms of National Financial
Reporting Authority (NFRA), Circular dated 07th January,
2026 on "Effective Communication between Statutory
Auditors and Those Charged with Governance".

NOMINATION & REMUNERATION POLICY

The Company has in place, Remuneration Policy for
Directors; Key Managerial Personnel ("KMP"), Senior
Management Personnel and all other employees
is aligned to the philosophy on the commitment
of fostering a culture of leadership with trust. The
Remuneration Policy aims to ensure that the level
and composition of the remuneration of the Directors,
KMPs, SMPs and all other employees is reasonable
and sufficient to attract, retain and motivate them to
successfully run the Company.

Further during the Financial Year 2025-26, due to
transition of the Company from Base Layer to Middle
Layer NBFC, Board of Directors in their meeting held
on 2nd August, 2025 updated the existing Nomination
& Remuneration Policy to incorporate the Guidelines
on Compensation of Key Managerial Personnel(KMP)
and Senior Management in NBFCs ("Compensation
Guidelines") as outlined in the Master Direction - Reserve
Bank of India (Non-Banking Financial Company - Scale
Based Regulation)Directions, 2023.

Pursuant to the provisions of Section 134(3)(e) of the Act,
the Company's Nomination & Remuneration Policy (NRC
Policy) on directors appointment and remuneration
including criteria for determining qualifications, positive
attributes, independence of a director and other matters
provided under Section 178(3) of the Act is available
on the website of the Company athttps://assets.
ashikagroup.com/nomination-and-remuneration-
policy.pdf The salient features of the Remuneration
Policy are stated in the Corporate Governance Report.

Further, the Company has also adopted a "Fit and
Proper" Policy for ascertaining the "Fit and Proper"
criteria of Directors at the time of appointment and on
a continuing basis, pursuant to the Master Direction -
Reserve Bank of India (Non-Banking Financial Company
- Scale Based Regulation)Directions, 2023 issued by
Reserve Bank of India.

11. FORMAL ANNUAL EVALUATION:

The Board conducted the performance evaluation
of the individual Directors including the Chairman of

the Board, Board Committees and Board as a whole
pursuant to the provisions of Section 134(3)(p) of the Act
and the Listing Regulations, including the Guidance Note
on Board Evaluation issued by SEBI.

The Board evaluated the effectiveness of its functioning
and that of the Committees and of individual directors
of the Company by seeking their inputs on various
aspects of Board/Committee Governance through
structured questionnaire. Further, the Nomination and
Remuneration Committee has carried out evaluation
of every director's performance and reviewed the self¬
evaluation report submitted by the respective directors.
The performance evaluation of the Independent
Directors was carried out by the entire Board, excluding
the director being evaluated. The evaluations are carried
out in a confidential manner and the Directors provide
their feedback by rating based on various metrics.

The Board considered and discussed the input received
from the Directors. Further, the Independent Directors
at their meeting reviewed the performance and role
of Non-Independent Directors and the Board as a
whole and Chairperson of the Company and had also
assessed the quality, quantity, and timeliness of flow of
information between the Company management and
the Board that was necessary for the Board to perform
their duties effectively and reasonably.

Based on inputs received from the board members, it
emerged that the overall performance evaluation of
the Board, composition, and quality, understanding
the business including risks, process and procedures,
oversight of financial reporting process including
internal controls and audit functions, ethics and
compliances and monitoring activities, has been found
to be reasonably good. Similarly, the effectiveness
of the Board Committees has been rated high. The
Committees of the Board function effectively. Sufficient
time is allotted for discussion of the agendas. The
performance of the Chai rman of the Company has been
found to be excellent. Overall, the Board is functioning
very well in a cohesive and interactive manner. The
outcome of performance evaluation was reviewed by
the Board and found to be satisfactory.

12. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

Disclosure in terms of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
form part of this report and have been appended as
Annexure I to the Board's Report.

In terms of proviso to section 136(1) of the Act , the report
is being send to all members, excluding the statements
with respect to employees employed throughout the

year and employee employed for part of the year
who were in receipt of remuneration in excess of limits
prescribed under Section 197(12) of the Act, read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. It is
to be noted that Board report is abridged to that extent
and all other information as required under applicable
law forms part of this Report.

The said statement is available for inspection in physical
mode at the Registered Office by any member on
request. Shareholders can inspect the same up to the
date of AGM, by sending requisition to the Company
at secretarial@ashikagroup.com. Any shareholder
interested in obtaining a copy of the said Annexure may
write to the Company Secretary & Compliance Officer in
this regard at secretarial@ashikagroup.com.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/
ASSOCIATE COMPANIES:

The Company has following Subsidiaries:

Notes:

1. Ashika Global Wealth Services Private Limited
and Ashika Global Insurance Advisors Private
Limited became wholly owned subsidiaries of the
Company with effect from 9th December, 2025 & 12th
December, 2025, respectively. These subsidiaries are
presently in the pre-operational stage and have not
yet commenced business operations.

2. Ashika Global Custodial Services Private Limited
(AGCSPL) was incorporate as wholly owned
subsidiary of the Company with effect from 17th
December, 2025. However, the initial subscription
money was not paid to AGCSPL till 31st March, 2026.
Subsequently, the Board of Directors, at its meeting

held on 17th May, 2026, decided not to infuse the
proposed capital into AGCSPL. Consequently, AGCSPL
ceased to be a wholly owned subsidiary of the
Company with effect from 17th May, 2026.

3. Pursuant to the Composite Scheme of Amalgamation
becoming effective on 15th May, 2026, the 5 (five)
companies referred to above became wholly owned
subsidiaries of the Company. In accordance with
the provisions of the Scheme and the applicable
requirements of Indian Accounting Standards (Ind
AS), the financial statements of the said companies
have been consolidated with Ashika Credit Capital
Limited from the appointed date of 1st April, 2025
for the purpose of preparation of the financial
statements of the Company as on 31st March, 2026
only.

4. Pursuant to the Composite Scheme of Amalgamation,
Ashika Logistics Private Limited (ALPL), wholly owned
subsidiary of erstwhile Ashika Global Securities
Private Limited (AGSPL), became wholly owned
subsidiary of the Company, from the appointed date
of 1st April, 2025. Accordingly, in compliance with
the applicable Indian Accounting Standards (Ind
AS) and the provisions of the Scheme, the financial
statements of ALPL have been consolidated with
the financial statements of the Company as on
31st March, 2026. However on 11th May, 2026, ALPL
ceased to be a subsidiary of erstwhile AGSPL .

The compliances applicable to such entities on account
of their subsidiary relationship with the Company shall
be undertaken and complied with prospectively from
the effective date of the Scheme, i.e., 15th May, 2026.

As on the date of the report Company has 1 (One)
Subsidiary, 6 (Six) Wholly Owned Subsidies and 1 (One)
Step down Subsidiary.

Further, the Company did not have any associate
company or joint venture as on 31st March, 2026.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing salient
features of financial statements of subsidiaries in
Form AOC-1 (Annexure II) is attached to the financial
statements of the Company.

In accordance with Section 136 of the Act, the audited
financial statements and related information of the
Company and its subsidiaries, wherever applicable,
are available on Company's website athttps://www.
ashikagroup.com/accl/investor-relations-Annual Re
port Financial Results.The financial performance of
the subsidiaries forms part of the consolidated financial
highlights presented in this report. These are available
for inspection at the Registered Office of the Company
during working hours for a period of 21 days before the
date of the Annual General Meeting.

The Company's policy for determination of material
subsidiary, as adopted by the Board of Directors, in
conformity with Regulation 16 of the Listing Regulations,
can be accessed on the Company's website athttps://
assets.ashikagroup.com/policy-for-determining-
material-subsidiary.pdf.

14. AUDITORS

STATUTORY AUDITORS

In line with Section 139 of the Companies Act, 2013 and
the Rules made thereunder, M/s DHC & Co., Chartered
Accountants (ICAI Firm Registration Number: 103525W),
having their Office at 42, Free Press House, 215 Nariman
Point, Mumbai- 400 019, were appointed as the Statutory
Auditors of the Company for a consecutive period of
three (3) years, from the conclusion of the 31st AGM held
in 2024, till the conclusion of the 34th AGM to be held
in 2027.

Further, pursuant to the Reserve Bank of India ("RBI")
Guidelines for Appointment of Statutory Central
Auditors (SCAs)/Statutory Auditors (SAs) of Commercial
Banks (excluding RRBs), UCBs and NBFCs (including
HFCs) vide its' Circular No. RBl/2021st undefined, 2025
Ref. No Do S.CO.ARG/SEC.1st August, 1991.001/2021-22
dated 27th April, 2021 read with FAQs, M/s. DHC & Co.
Chartered Accountants, have expressed their inability
to continue as the Statutory Auditors of the Company,
and have accordingly tendered their resignation with
effect from 17th May, 2026, post signing of audit report
on financial statements for year ended 31st March,
2026 Pursuant to the resignation of M/s. DHC & Co.,
Chartered Accountants, as the Statutory Auditors of
the Company arising on account of their ineligibility to
continue as Statutory Auditors in terms of the applicable
Reserve Bank of India (RBI) guidelines, a casual vacancy
has occurred in the office of the Statutory Auditors of
the Company.

Further, on the recommendation of the Audit Committee,
the Board, in its meeting held on 17th May, 2026, and
subject to the approval of Shareholders through
Postal Ballot, appointed M/s. J K V S & Co., Chartered
Accountants, having Office at Edcons Court, 2nd Floor,
7/1B, Hazra Road, Kolkata 700026, and having a valid
Peer Review Certificate issued by the Peer Review Board
of ICAI and who qualifies to be appointed as Statutory
Auditor of NBFC - ML in terms of RBI guidelines, to fill the
casual vacancy so caused by the resignation (being
ineligible as per RBI criteria) of M/s. DHC & Co., from
18th May, 2026 till the conclusion of the 33rd Annual
General Meeting of the Company to be held in the
year 2026.

Further, Board on the recommendation of the Audit
Committee has recommended the appointment of
M/s. J K V S & Co, Chartered Accountants, (Firm
Registration Number: 318086E)for a period of three
years, from the conclusion of the 33rd Annual General
Meeting to be held in the year 2026 till the conclusion of
36th Annual General Meeting of the Company to be held
in the year 2029, subject to the approval of members
at the 33rd Annual General Meeting of the Company
on proposed annual fee/remuneration of ? 18,00,000
(Eighteen Lakh) towards Statutory Audit (Including

Limited Review),exclusive of the taxes as applicable and
reimbursement of out of pocket, travelling and other
expenses, etc.

In lieu of the above, Company has received the consent
letter along with the requisite confirmation that, their
appointment, if made by the shareholders, will be within
the limits prescribed under the Companies Act, 2013
and also their firm complies with all the eligibility norms
prescribed by RBI regarding appointment of Statutory
Central Auditors/Statutory Auditors of Commercial
Banks (excluding RRB's)/UCBs/NBFCs (as applicable)

M/s DHC & Co., Chartered Accountants, being the
erstwhile Statutory Auditors of the Company, have
issued Audit Reports with unmodified opinion on the
Standalone and Consolidated Financial Statements
of the Company for the financial year ended 31st
March, 2026. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer.
The Notes on the Financials Statement referred to in the
Audit Report are self-explanatory and therefore, do not
call for any further explanation.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
REPORT:

Pursuant to the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and in line with
Regulation 24A of the Listing Regulations, based on the
recommendation of the Board, the Company in its AGM
held on 6th September, 2025, has appointed M/s. MR &
Associates, Company Secretaries (Firm Registration No.:
P2003WB008000), having their office at 46, B.B. Ganguly
Street, 4th Floor, Kolkata 700 012, as the Secretarial
Auditors of the Company, for a consecutive period of
five (5) years, from FY 2025-26 till FY 2029-2030.

The Secretarial Audit for the Financial Year 2025-26 was
conducted by M/s. MR & Associates. The Secretarial
Audit Report in Form MR-3 for the financial year ended
31st March, 2026 does not contain any qualification,
reservation, adverse remark or disclaimer. The said
Report is annexed to this Report as Annexure III.

Further, the Company has received an eligibility
certificate from M/s. MR & Associates for conducting
the Secretarial Audit for the Financial Year 2026-27. The
same was placed before the Board of Directors at its
meeting held on 17th May, 2026 and was duly noted and
taken on record.

Reporting of fraud by Auditors:

During the year under review, neither the Statutory
& Internal Auditor nor the Secretarial Auditors have
reported to the Audit Committee of the Board, under
Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in this Report.

15. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

The Company promotes ethical behaviour in all its
business activities and is in line with the best governance
practices. The Company has put in place a mechanism
for reporting unethical behaviour. The Company has a
robust vigil mechanism through its Whistle Blower Policy
approved and adopted by the Board of Directors of the
Company pursuant to Section 177(9) of the Act read with
Regulation 4(2)(d)(iv) and 22 of the Listing Regulations
and Regulation 9A(6) of the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Company has adopted
a policy on Vigil Mechanism/Whistle Blower Policy to
deal with instances of fraud and mismanagement,
if any. The Policy provides a mechanism for Directors
and Employees to report their genuine concerns or
grievances, about unethical behaviour, actual or
suspected fraud or violation of the Company's code
of conduct or ethics policy. The Policy is designed
to ensure that whistle blowers may report genuine
concerns without fear of retaliation. It lays emphasis
on the integrity at workplace and in business practices,
honest and ethical personal conduct, diversity, fairness
and respect. The reportable matters may be disclosed
to the Audit Committee or the di rectly to the Chai rperson
of the Audit Committee. The status of the complaints
received, if any, under the policy is also placed on a
quarterly basis before the Board. The details of the
Vigil Mechanism/Whistle Blower Policy are explained in
the Corporate Governance Report and also available
on the website of the Company www.ashikagroup.
comand can be accessed at the link https://assets.
ashikagroup.com/vigil-mechanism-policy.pdf. Further,
no complaints were reported under the Vigil Mechanism
during the year. Additionally, no employee was denied
access to the Audit Committee.

16. RISK MANAGEMENT FRAMEWORK:

The Company has a well-defined Risk management
framework, established system and adequate controls
for identification, assessment, measurement, reporting,
mitigation and/or management of risks. The Company
has constituted a Risk Management Committee (RMC)
in terms of SEBI (LODR) Regulations, 2015 and Master
Direction - Reserve Bank of India Directions, 2023. The
processes, policies and procedures are periodically
reviewed by the Risk Management Committee and the
Board of Directors. Risk Management Committee of the
Board is duly supported by Asset Liability Management
Committee (ALCO). The risks, both internal and external,
to which the Company is exposed to and which
includes financial, operational, project execution, legal,
human resources, etc. is taken into consideration for
development and maintaining of a robust mechanism
for mitigation which is evolving with time and
circumstances within which the Company operates. All
major risk classes are managed through focused and
specific risk management processes; these risks include
credit risk, operational risk, market risk, liquidity risk and
so on.

The Corporate Governance Report, which forms part of
this Report, contains the details of the Risk Management
Committee of the Company.

17. CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 ("CSR
Rules"), the Board of Directors of the Company have
constituted a Corporate Social Responsibility (CSR)
Committee consisting of Three (3) Directors and has
formulated CSR Policy prepared in accordance with
the Act adopted and approved by the Board, which can
be accessed at the website of the Company at www.
ashikagroup.comat the link https://assets.ashikagroup.
com/corporate-social-responsibility-policy.pdf.

Based on the audited financial statements for the
Financial Year 2024-2025, the Company did not meet
the applicability criteria prescribed under Section 135
of the Act and the CSR Rules. Accordingly, the provisions
relating to mandatory CSR Expenditure were not
applicable to the Company during the Financial Year
2025-26 and no CSR expenditure was required to be
incurred during the year.

Notwithstanding the non-applicability of the mandatory
CSR provisions during the year under review, the
Company, as part of its commitment towards social
responsibility and sustainable development, voluntarily
undertook various CSR initiatives and incurred an
expenditure of ? 7.75 lakh during the Financial Year
2025-26. These initiatives were implemented through
Ashika Foundation, a registered trust. Accordingly, the
amount of ? 7.75 lakh spent by the Company during
the Financial Year 2025-26 shall be treated as excess
CSR expenditure and will be eligible for set-off against
the CSR obligations of subsequent financial years, in
accordance with the provisions of the Companies Act,
2013 and the rules made thereunder.

Considering all the above CSR contributions, there is an
excess spending on account of CSR of ? 40.00/- lakhs
(? 7.75 lakhs ? 32.25 lakhs) as on 31st March, 2026,
which will be adjusted in the succeeding years.

Further, pursuant to the Composite Scheme of
Amalgamation involving Ashika Commodities &
Derivatives Private Limited ("ACDPL"), Ashika Global
Securities Private Limited ("AGSPL") and Ashika Credit
Capital Limited ("ACCL"), which became effective during
the year, the CSR activities undertaken by the erstwhile
AGSPL have also been considered. In compliance with
the provisions of Section 135 of the Companies Act,
2013, AGSPL had undertaken During the year 2025-26,
erstwhile AGSPL had incurred an expenditure of ^ 55.00
lakhs towards CSR projects against its CSR obligation
of ? 52.85 lakhs for the Financial Year ended on
31st March, 2025, as computed under Section 135(5) of
the Act. Accordingly, there was an excess expenditure of
^ 2.15 lakhs. However, such excess amount spent during
the Financial Year 2025-26 shall not be carried forward
to the subsequent financial year.

The Annual Report on CSR activities, in terms of Section
135 of the Act and the CSR Rules, is annexed to this Report
(Annexure IV).

18. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION:

As detailed in the preceding paragraphs, the
Composite Scheme of Amalgamation involving Ashika
Commodities & Derivatives Private Limited, Ashika
Global Securities Private Limited and Ashika Credit
Capital Limited has been effective from 15th May, 2026
with Appointed Date being 1st April, 2025 and Pursuant
to the Scheme, the Company shall allot equity shares to
the eligible shareholders in accordance with the share
exchange ratio and the terms of the Scheme.

Further, the Board at its meeting held on 17th May,
2026, decided not to proceed with the infusion of initial
subscription of ? 80 crores in Ashika Global Custodial
Services Pvt. Ltd. ("AGCSPL"). Accordingly, AGCSPL has
ceased to be a wholly owned subsidiary of the Company
with effect from 17th May, 2026.

Except as stated above, there are no other material
changes and commitments affecting the financial
position of the Company which have occurred between
the end of the financial year of the Company to which the
financial statements relate and the date of this report.

19. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURT OR
TRIBUNALSIMPACTING THEGOINGCONCERN
STATUS AND COMPANY'S OPERATIONS IN
THE FUTURE:

During the year under review, order passed by
Hon'ble NCLT, Kolkata Bench in regard to Scheme of
Amalgamation have been discussed & detailed in
earlier paragraphs .

During the year under review, there were no significant
or material orders passed by the courts or regulators
or tribunals impacting the going concern status and
operations of the Company in the future.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND
THEIR ADEQUACY:

The Company has laid down set of standards which
enables to implement internal financial control
across the organisation and ensure that the same
are adequate and operating effectively: (1) to provide
reasonable assurances that: transactions are executed
in conformity with generally accepted accounting
principles/standards or any other criteria applicable
to such statements, (2) to maintain accountability for
assets; access to assets is permitted only in accordance
with management's general or specific authorisation
and the maintenance of records that are in reasonable
detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company; and (3)

Provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use
or disposition of the assets that could have a material
effect on the financial statements.

During FY 2025-26, testing was conducted based on
process walkthrough and review of samples as per
documented controls in the Risk and Control matrix.
Testing was done for each of the controls confirming
the existence and operating effectiveness of controls
over financial reporting. The review was performed on
design, adequacy and operating effectiveness of the
controls. The Audit Committee of the Board reviews the
reports submitted by the independent internal auditors
and monitors the functioning of the system

The details in respect of internal financial control and
their adequacy are included in the Management
Discussion and Analysis, which forms part of this report.

21. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013:

The loan made, guarantee given or security provided
in the ordinary course of business by a Non-Banking
Financial Company registered with Reserve Bank of
India are exempt from the applicability of provisions of
Section 186 of the Act. As such, the particulars of loans
and Investment have not been disclosed in this Report.
During the year under review the Company has not
given any guarantee.

The details with regards to the investments made by
the Company, are furnished in Notes to the Standalone
Financial Statements of the Company. Further, the
Company has not provided any Loans to Directors,
Senior Officers and Relatives of Directors as per Para 40
of RBI Scale Based Regulations.

22. DEPOSITS:

Your Company being a non- deposit taking NBFC, has
not accepted any deposit from public pursuant to
the provisions of Non-Banking Financial Companies
(Acceptance of Public Deposits) (Reserve Bank)
Directions, 2016.

23. PARTICULARS OF CONTRACTS/

transactions/arrangements with

RELATED PARTIES:

All contracts/arrangements/transactions entered
by the Company with its Related Parties during the
Financial Year 2025-26 were in the ordinary course of
business and on an arm's length basis and had prior
approval of the Audit Committee. The members of the
Audit Committee abstained from discussing and voting
in the transaction(s) in which they were interested. All
related party transactions are reviewed on a quarterly
basis by the Audit Committee. The particulars of such
transactions are disclosed in the notes to the financial

statements. Disclosure of related party transactions of
the Company with the promoter/promoter group, which
holds 10% or more shareholding in the Company, if any,
is given in note to the standalone financial statements.

I n terms with the requirements of RBI Directions, the
Listing Regulations, during the year, the Board has
reviewed and amended the Policy on Materiality of
Related Party Transactions and Dealing with Related
Party Transactions. The policy is available on the website
of the Company athttps://assets.ashikagroup.com/
policy-on-related-party-transaction.pdf.

Relevant disclosure of Related Party Transactions has
been made in Form AOC 2 (Annexure V)pursuant to
Section 134(3)(h) of the Act, read with Rule 8(2) of the
Companies (Accounts) Rules, 2014.

All material Related Party Transactions entered
pursuant to the provisions of Regulation 23 of the
Listing Regulations had been duly approved by the
shareholders of your Company. There were no materially
significant related party transactions entered into by
the Company which may have potential conflict or be
prejudicial to the interest of the Company at large.

Pursuant to the provisions of Regulation 23 of the
Listing Regulations, your Company has filed half
yearly reports to the stock exchanges, for the related
party transactions.

24. CORPORATE GOVERNANCE REPORT:

The Company takes pride in its Corporate Governance
structure and strives to maintain the highest possible
standards. It believes in good corporate governance. The
Company maintains transparency and also enhances
corporate accountability. In terms of Regulation 34
read with Schedule V of the Listing Regulations and as
required under the RBI Scale Based Regulations, the
following forms a part of this Report.:

♦ Declaration signed by the Chief Executive
Officer regarding compliance with the Code
of Conduct by the Board Members and Senior
Management Personnel;

♦ A certificate from a Practicing Company Secretary
that none of the directors on the Board of the
Company have 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;

♦ Report on the Corporate Governance; and

♦ Practicing Company Secretary's certificate
regarding compliance with the conditions of
Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the
Management Discussion and Analysis Report for the
year under review, is presented in a separate section,
forming part of the Annual Report.

25. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE:

The Company has zero tolerance for any abuse, not
only against women but also against any gender at
workplace. The Company has adopted a Group Policy
for Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace in line with the provisions
of 'The Sexual Harassment of Women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013'
and the Rules made thereunder. The said policy has
being amended from time to time as required. An
Internal Complaints Committee ("ICC")has been duly
constituted pursuant to Section 4 of the aforementioned
Act, to address and redress complaints, if any, in a
time-bound manner. The Company also undertakes
awareness and sensitisation initiatives to promote a
respectful and dignified workplace.

During the financial year, the Company has complied
with all applicable provisions of the POSH Act and the
rules framed thereunder. The details of complaints
received and disposed of during the year are as under:

The Group Sexual Harassment Policy is uploaded on the
website of the Company at www.ashikagroup.comat
the given link at https://assets.ashikagroup.com/group-
policy-on-sexual-harassment.pdf.

26. COMPLIANCE WITH SECRETARIAL
STANDARDS OF ICSI:

The Board of Directors affirms that the Company has
duly complied with the applicable Secretarial Standards
(SS) relating to Meetings of the Board (SS-1) and General
Meetings (SS-2) issued by the Institute of Company
Secretaries of India which have mandatory application
during the year.

27. DISCLOSURES PERTAINING TO MAINTENANCE
OF COST RECORDS PURSUANT TO SECTION
148(1)OF THE COMPANIES ACT, 2013:

The Com pany is not required to mai ntai n cost records as
specified u/s 148(1) of the Act with the applicable Rules
made thereunder for the Financial Year 2025-26. Hence,
the said clause is not applicable to the Company with
respect to its' nature of business.

28. RBI GUIDELINES:

During the financial year, Board of Directors at
their meeting held on 2nd August, 2025 noted that,
pursuant to Master Direction - Reserve Bank of India

(Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 and other applicable
regulatory framework governing Non-Banking Financial
Companies (NBFCs), the aggregate asset size of NBFCs
within a group is considered for determining their
regulatory classification. Based on the certification
provided by the statutory auditors regarding the
consolidated asset size of the group, the Company
transitioned from the Base Layer to the Middle Layer
category of NBFCs during the year.

Following such transition, the Company has undertaken
all necessary measures to ensure compliance with
the enhanced regulatory requirements applicable to
Middle Layer NBFCs within the prescribed timelines. The
Company has adopted and implemented all policies,
frameworks, systems, processes and provisioning
requirements as mandated under the applicable
regulatory guidelines issued by the Reserve Bank of
India from time to time.

The Company continues to maintain a strong capital
base and remains adequately capitalised well above
the minimum regulatory requirements prescribed by
the Reserve Bank of India. As on 31st March, 2026, your
Company's Capital Adequacy Ratio (CAR) stood at
71.92% of the aggregate risk weighted assets on balance
sheet and risk adjusted value of the off- balance sheet
items, which is well above the regulatory requirement
of minimum 15%. In line with the RBI guidelines for
Asset Liability Management (ALM') system for NBFCs,
the Company has an Asset Liability Management
Committee, which meets quarterly to review its ALM risks
and opportunities. The Company remains compliant
with all applicable regulatory requirements governing
Middle Layer NBFCs and, as a matter of prudence,
maintains provisions and reserves in accordance with
its internal assessment framework and applicable
regulatory norms.

The Reserve Bank of India ("RBI") on November 28, 2025
issued Reserve Bank of India (Non-Banking Financial
Companies - Registration, Exemptions and Framework
for Scale Based Regulation) Directions, 2025 comprising
26 comprehensive Directions in place of Master
Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023.

Your Company has generally complied with the
requirements prescribed under these Directions and
has proactively aligned with the new framework,
ensuring timely adoption of the mandated policies and
processes, reflecting its commitment to governance,
prudent risk management and sustainable growth.

The Company continues to comply with all applicable
RBI Directions, laws, regulations, guidelines, etc. as
prescribed by RBI from time to time.

29. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOES:

The Reserve Bank of India ("RBI") on November 28, 2025
issued Reserve Bank of India (Non-Banking Financial
Companies - Registration, Exemptions and Framework
for Scale Based Regulation) Directions, 2025 comprising
26 comprehensive Directions in place of Master
Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023.

Your Company has generally complied with the
requirements prescribed under these Directions and
has proactively aligned with the new framework,
ensuring timely adoption of the mandated policies and
processes, reflecting its commitment to governance,
prudent risk management and sustainable growth.

The Company continues to comply with all applicable
RBI Directions, laws, regulations, guidelines, etc. as
prescribed by RBI from time to time.

Your Company has no activity relating to Conservation
of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo. Hence, the requirements pertaining
to disclosure of particulars relating to Conservation
of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo, as prescribed under
Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are not applicable
to the Company.

30. UNCLAIMED DIVIDENDS

Details of outstanding and unclaimed dividends
previously declared and paid by your Company are
given under the Corporate Governance Report, which
forms part of this Integrated Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124& 125 of the Act read with Investor
Education and Protection Fund Authority(Accounting,
Audit, Transfer and Refund) Rules 2016, read with the
relevant circulars and amendments thereto, ("IEPF
Rules"), the dividend amount, if not claimed for a period
of seven (7) years from the date of transfer to Unpaid
Dividend Account of the Company, are liable to be
transferred to the I nvestor Education and Protection Fu nd
("IEPF")administered by the Central Government, along
with the corresponding shares to the demat account
of IEPF Authority. The details of year wise amounts of
unclaimed/un-encashed dividends lying in the unpaid
dividend account up to the year and the corresponding
shares, which are liable to be transferred, are provided
in the Corporate Governance Report forming part of this
Annual Report and are also available on your Company's
website athttps://www.ashikagroup.com/accl/investor-
relations-Unclaimed Dividend And Shares.

The Company has sent individual notices to all the
shareholders whose dividends for the FY 2018-19 are
lying unpaid/unclaimed against their name for seven
(7) consecutive years or more and also has advertised
in newspapers seeking action from the shareholders.
The due date of the transfer of the aforesaid unclaimed
and unpaid dividend is 13th September, 2026.

The Company has also uploaded full details of such
shareholders and shares due for transfer to the demat
account of the IEPF Authority on its website at link
https://www.ashikagroup.com/accl/investor- relations-
Unclaimed Dividend And Shares.

However, Investor whose shares or dividend has been
transferred to IEPF, may claim the same by making an
online application to the IEPF Authority in the prescribed
Form No. I EPF-5 by following the refund procedure as
detailed on the website of IEPF Authorityhttps://www.
iepf.gov.in. No claims shall lie against the Company in
respect of the dividend/shares so transferred.

31. MATERNITY BENEFIT

The Company affirms that it has complied with all the
applicable provisions of the Maternity Benefit Act, 1961
and the Rules made thereunder, including amendments
thereto. All eligible female employees were extended
the benefits under the Act, and necessary policies and
infrastructure to support maternity-related needs are in
place across the organisation.

32. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the Financial Year, there was no application
made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

During the financial year, the Company has not taken
loans from any Bank and further, there stood no instance
of one time settlement with any Financial Institution.

34. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief
and according to the information and explanation
obtained by them make the following statement in
terms of clause (c) of sub-section (3) of section 134 of
Companies Act 2013 that—

a) I n the preparation of the annual accounts for
the financial year ended on 31st March, 2026 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
judgements and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March,
2026 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
Companies Act, 2013for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

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

e) The directors had 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 had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

35. ACKNOWLEDGEMENTS:

The Board of Directors would like to place on record their
gratitude for the guidance and cooperation extended
by Reserve Bank of India, SEBI and the other regulatory
authorities. The Board takes this opportunity to express
its sincere appreciation for the excellent support
received from the

Banks and Institutions and for the continued support,
total commitment, dedicated efforts of the executives
and employees of the Company at all levels. We are also
deeply grateful for the continued confidence and faith
on us by all the Stakeholders including Shareholders.

For and on behalf of the Board of Directors
(Pawan Jain) (Daulat Jain)

Date: 17th May, 2026 Chairman Managing Director

Place: Mumbai DIN: 00038076 DIN: 00040088