DIRECTORS' REPORT

Your Directors take pleasure in presenting the Forty-Third Annual Report of your Company together with
Audited Financial Statements for the year ended on March 31, 2026.

1. FINANCIAL RESULTS

Our Company’s performance during Financial Year ended March 31 2026, compared to the previous
year, is summarised below:

(J in Lacs)

2. DIVIDEND

Your Directors do not recommend any dividend on the equity shares and preference shares for the
financial year ended March 31, 2026.

3. RESERVES

During the financial year under review, the Board of Directors of your Company (“Board”) does not
propose to transfer any amount to General Reserves.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Company has reported a loss of J 2164 lacs for the year compared to a loss of J 1888 lacs.
The amount of reported profitability is after considering a negative impact of J 479 lacs on account
of deferred tax for the year under review, compared to positive amount (credit) of J 1486 lacs in the
previous year.

The operational performance of the company was subdued during the year on account of lower
profitability of both Real Estate division and Investment Division. As regards Real Estate business,
there was a decline in performance compared to the previous year. Performance of Investment
Division has been lower due to overall bearishness in the stock market, as we can see from the
movement of the stock market indices, but we have managed to outperform the benchmarks during
the year.

Real Estate Division:

The Division has two ongoing projects — “Swan Lake”, a plotted development project, and “The
Sovereign”, a premium high-rise residential apartment project. There has been consistent progress
in project execution in case of both the projects. During the year, the Division recorded revenue of
J 566 lacs.

Investment Division:

The investment portfolio of the Company is managed by its wholly owned subsidiary, Ashima Capital
Management Limited (ACML), as part of its Portfolio Management Services (PMS). ACML is registered
with SEBI as a PMS entity.

Performance of the Division was affected due to volatile and sluggish stock market during the year.
The Division has reported a profit of J 61 lacs compared to J 389 lacs in the previous year. It is
noteworthy that the division has outperformed the benchmark indices in terms of TWRR over time.
The performance for the year in terms of TWRR was at 5.66% compared to -3.12% of the benchmark.
It was 17.68% from inception (i.e. the date of transition to PMS) till the year-end, compared to 3.67%
of the benchmark. ACML follows the philosophy of value investment, with investments being made
in equity shares with a long-term perspective.

Consolidated Financials:

The consolidated financials of the Company, which include financials of Ashima Capital Management
Limited, a wholly owned subsidiary, are presented for the year under review. As per consolidated
financials, there is a loss of J 2030 lacs compared to loss of J 2164 lacs on standalone basis.

Outlook:

A detailed discussion on performance and outlook appears as part of Management Discussion and
Analysis Report attached to this report.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
OUR COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company
which has occurred between the end of financial year and the date of this Board’s Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one Wholly Owned Subsidiary, namely Ashima Capital Management Limited (CIN:
U66309GJ2024PLC151485). The Board of Directors has reviewed the affairs and performance of the
said Wholly Owned Subsidiary during the year under review. In accordance with the provisions of
Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated Financial
Statements of the Company and its Subsidiary, which form part of this Annual Report.

Further, a statement containing the salient features of the financial statements of our Subsidiary
Company in the prescribed format AOC-1 is appended as Annexure-4 to the Board’s report.

The Company does not have any Joint Venture (JV) or Associate Company as on March 31, 2026.

7. MATERIAL SUBSIDIARIES

During the financial year under review, the Company did not have any material subsidiary in terms
of the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

However, based on the financial statements for the year ended March 31, 2026, Ashima Capital
Management Limited meets the criteria of a material subsidiary as prescribed under the SEBI Listing
Regulations. Accordingly, with effect from the financial year 2026-27, Ashima Capital Management
Limited will be treated as a material unlisted subsidiary of the Company.

The Company has adopted a Policy for determining Material Subsidiaries, which is available on its
website at https://ashima.in/wp-content/uploads/2025/02/Policy-on-Material-Subsidiary.pdf.

8. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or
unclaimed deposits as on March 31, 2026.

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

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption
are not given as the Company has not undertaken any manufacturing activity. There were no foreign
Exchange Earnings or Outgo during the period under review except on foreign travelling.

10. RISK MANAGEMENT

The Company has framed and adopted a “Risk Management Policy” to identify, monitor, minimise
and mitigate risks and determine the responses to various risks to minimise their adverse impact on
the organization. The Company is exposed to various financial risks viz. credit risk, liquidity risk,
interest rate risk etc. The management oversees the risk management framework and the Audit
Committee evaluates internal financial controls and risk management systems. However, the details
of risk management objectives and policies made by the Company under the said provision is given
in the notes to the Financial Statements. In the opinion of Board, there are no risks which may
threaten the existence of the Company. The Risk Management Policy is available on the website of
the Company and weblink of the same is https://ashima.in/wp-content/uploads/2018/08/Risk-
Management-Policy.pdf.

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE

In terms of the requirements of Section 135(1) of the Companies Act, 2013, the Corporate Social
Responsibility (CSR) Committee of the Board comprises 3 (Three) Directors, namely, Mr. Chintan N.
Parikh - Chairman, Mr. Nilesh Mehta and Mrs. Koushlya Melwani, Non-Executive Independent
Directors, as members of the Committee as on March 31, 2026.

During the Financial Year, the CSR Committee met on February 13, 2026 for consideration, review
and recommendation to the Board of Directors of the Company for CSR expenditure. The Committee
has noted that no amount was required to be spent towards CSR expenditure for the Financial Year
2025-26 in terms of Section 135(5) of the Companies Act, 2013. CSR Policy is available on the
website of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2023/04/
CSR-Policy.pdf

12. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

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

During the Financial Year under review, the Company has made investments. However, there were
no loans or advances granted or guarantees given or security provided under Section 186 of the
Companies Act, 2013 during the financial year. The details of investments made as on March 31,
2026 are given in the Notes to the Financial Statements forming part of the Annual Report.

14. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting
Standards (Ind AS) 110, issued by the Ministry of Corporate Affairs, forms part of this Annual Report.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee for its approval. A
statement containing details of all Related Party Transactions is placed before the Audit Committee
and the Board of Directors for review on a quarterly basis and for prior approval whenever there is
a requirement for such approvals. The omnibus approval of the Audit Committee is obtained on a
yearly basis for the transactions which are of a foreseeable and repetitive nature. The transactions
entered pursuant to omnibus approval are placed before Audit Committee and Board of Directors on
a quarterly basis. The policy on Related Party Transactions (RPT) is available on the website of the
Company and weblink of the same is https://ashima.in/wp-content/uploads/2026/03/Related-Party-
Transaction-Policy.pdf.

During the year under review, all the related party transactions entered pursuant to Section 188 of
the Companies Act, 2013 were in the ordinary course of business and on an arm’s length basis and
hence disclosure in Form AOC-2 is not required and there were no materially significant transactions
with any of the related parties that may have potential conflict with the interest of the Company at
large.

16. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed
a policy for appointment of Directors, Key Managerial Personnel and Senior Management and
their remuneration. The same is available on Company’s website and weblink of the same is
https://ashima.in/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policy.pdf.

17. ANNUAL EVALUATION OF BOARD’S PERFORMANCE, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS

The Nomination and Remuneration Committee has laid down the manner in which formal evaluation
of the performance of the Board, its Committees and individual Directors has to be made, which is
broadly in compliance with the Guidance Note on Board Evaluation issued by SEBI vide its Circular
No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017.

Pursuant to the provisions of Section 178 of Companies Act, 2013 read with Regulation 17 and 19
of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Nomination
and Remuneration Committee has carried out annual performance evaluation of Board of Directors,
Committees of the Board and the individual directors for the year under review.

Further, pursuant to the provisions of Section 178 read with Schedule IV of the Companies Act, 2013
and Regulation 17(10) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015, the Board of Directors have carried out the evaluation of the Independent Directors and
fulfillment of the independence criteria of the Independent Directors as specified under Section
149(6) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, for the year under review.

A separate meeting of Independent Directors was held on March 27, 2026. In the said meeting
performance of Non-Independent Directors, performance of the Board as a whole and performance
of Chairperson of the Company was evaluated.

The manner in which the evaluation was carried out has been explained in the Corporate Governance
Report attached to this report.

18. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return
for the financial year ended on March 31, 2026 is available on the website of the Company and
weblink of the same is https://ashima.in/wp-content/uploads/2025/08/Form-MGT-7-for-the-year-2025-
26.pdf.

19. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.ashima.in where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 have been provided.

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

During the financial year, 6 (Six) meetings of the Board of Directors were held, as per the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
details of Board meetings held during the financial year 2025-26 have been furnished in the Corporate
Governance Report forming part of this Annual Report.

21. INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on March 27, 2026, without the attendance of Non-Independent
Directors and members of the management. The Independent Directors reviewed the performance
of Non-Independent Directors, the Committees and the Board as a whole along with the performance
of the Chairman of your Company, taking into account the views of Executive Directors and Non¬
Executive Directors and assessed the quality, quantity and timeliness of flow of information between
the management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

22. COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, the Company has constituted various
Statutory Committees. Additionally, the Board has formed other governance committees and sub¬
committees to review specific business operations and governance matters including any specific
items that the Board may decide to delegate. As on March 31, 2026, the Board has constituted the
following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Details of all the committees such as terms of reference, composition, and meetings held during the
year under review are disclosed in the Corporate Governance Report, which forms part of this
Integrated Annual Report.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2026, your Company’s Board comprised six Directors, consisting of two Executive
Directors, one Non-Executive Non-Independent Director and three Independent Directors including
one Woman Director.

The details of the Board and Committee composition, tenure of Directors, and other details are
available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the context of your Company’s business for effective
functioning. The key skills, expertise and core competencies of the members of the Board are
detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/ Cessation/ Change in Designation of Directors during the Financial Year:

Re-appointment:

(i) The shareholders at the 42^nd Annual General Meeting held on August 07, 2025, approved the
reappointment of Mr. Chintan N. Parikh, Chairman and Managing Director (DIN: 00155225), for
a period of three years with effect from February 7, 2026.

Change in Designation of Directors:

(i) The Board of Directors of the Company, by way of a circular resolution dated January 6, 2026,
approved the re-designation of Mr. Sanjay Shaileshbhai Majmudar (DIN: 00091305) from ‘Non¬
Executive Independent Director’ to ‘Non-Executive Non-Independent Director’ with effect from
January 6, 2026. The said re-designation was subsequently approved by the shareholders of
the Company by way of a Special Resolution passed through postal ballot on February 6,
2026.

Reappointment of Director(s) retiring by rotation:

(i) The shareholders at the 42^nd Annual General Meeting held on August 07, 2025 approved
reappointment of Mr. Krishnachintan Parikh, Executive Director (DIN: 07208067) as Director
retiring by rotation.

Key Managerial Personnel:

The followings persons are the Key Managerial Personnel (KMP) as per the provisions of Section

203 of the Companies Act, 2013, as on March 31, 2026:

* The Board of Directors of the Company, at its meeting held on February 28, 2026, appointed Mrs.
Vanita Mathur as the Chief Executive Officer (CEO) of the Company with effect from March 1, 2026.

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

However, subsequent to the close of the financial year and up to the date of this Report, the following
changes took place in the composition of the Board of Directors of the Company:

i. Mr. Malay Jayendra Dalal (DIN.: 01896746) was appointed as an Additional Director in the
category of Non-Executive Independent Director of the Company by the Board of Directors
pursuant to the recommendation of the Nomination and Remuneration Committee through
Circular Resolution with effect from May 1, 2026 for a term of five consecutive years subject
to the approval of the shareholders of the Company through Postal Ballot.

ii. Mr. Sanjay Shaileshbhai Majmudar (DIN.: 00091305) resigned from the position of Non-Executive
Non-Independent Director of the Company with effect from the close of business hours on May
1, 2026. The Board places on record its sincere appreciation for the valuable contribution,
guidance and support extended by him during his tenure with the Company.

Retirement by Rotation:

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

24. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied with the applicable Secretarial Standards (as amended from time to
time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and
SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government
under section 118(10) of the Companies Act, 2013.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

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

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

f. the directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

26. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence
pursuant to Section 149(6) of the Companies Act, 2013 and complied with the code for Independent
Directors prescribed in schedule IV of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared
that they are not debarred or disqualified from being appointed or continuing as directors of companies
by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all
the Independent Directors are persons of integrity and possess relevant expertise and experience
including proficiency. All the Independent Directors of the company are registered with the Indian
Institute of Corporate Affairs (IICA) as notified by the Central Government under Section 150(1) of
the Companies Act, 2013.

The terms and conditions of the appointment of Independent Directors have been disclosed on the
website of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2024/01/
Terms-and-Conditions-of-Appointment-of-Independent-Directors.pdf.

27. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, and as per provisions of the Companies Act, 2013 and Rules made thereunder,
the Company has put in place a Familiarisation Program for the Independent Directors to familiarise
them with the Company, their roles, rights, responsibilities and obligations in the Company, nature
of the industry in which the Company operates, business model etc. The same is available on the
website of the Company and weblink of the same is https://ashima.in/wp-content/uploads/2026/03/
Details-of-Familiarization-Programmes-imparted-to-Independent-Directors-under-SEBI-LODR-
Regulations-2015-2026.pdf.

28. INSURANCE

The Company’s plant, property, equipment and stocks are adequately insured against major risks.

The Company has also taken Directors’ and Officers’ Liability Insurance Policy to provide coverage
against the liabilities arising on them.

29. PARTICULARS OF EMPLOYEES

a. Disclosures pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are forming part of this report and are annexed as
Annexure-1 to this Report.

b. The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, the
said statement is not being sent along with this Annual Report to the members in line with the
provisions of Section 136 of the Companies Act, 2013. The same is open for inspection at the
Registered Office of the Company. Copies of this statement may be obtained by the members
by writing to the Company Secretary.

30. AUDITORS

a. STATUTORY AUDITORS

M/s. Mukesh M. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No.
106625W) were appointed as Statutory Auditors of the Company at the 39^th Annual General
Meeting of the Company for a second term of five (5) consecutive years, commencing from
the conclusion of 39th Annual General Meeting of the Company till the conclusion of 44^th
Annual General Meeting to be held in the year 2027.

The Auditors’ Report for the financial year 2025-26 forms part of this Annual Report and does
not contain any qualification, reservation or adverse remark or disclaimer.

b. COST AUDITORS

The Company has reviewed the applicability of the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and is of the opinion
that the said provisions relating to maintenance of cost records and appointment of Cost
Auditors are not applicable to the Company for the financial year 2026-27. Accordingly, no
Cost Auditor has been appointed for the said financial year.

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules
made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors had appointed M/s. Shah & Shah
Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for
the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31,
2026 is annexed to this Report as Annexure - 2. The Secretarial Audit Report for the financial
year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations,
the shareholders of the Company at the 42^nd Annual General Meeting approved the appointment
of M/s. Shah & Shah Associates, Company Secretaries in Practice (Peer Review No. 1125/
2021), as the Secretarial Auditors of the Company for a term of five consecutive financial years
commencing from FY 2025-26 to FY 2029-30. M/s. Shah & Shah Associates have confirmed
that they are eligible for appointment and are not disqualified from holding the office of Secretarial
Auditors of the Company.

d. INTERNAL AUDITORS

M/s Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad, (FRN No. 102511W/
W100298), were appointed as the Internal Auditors of the Company to conduct the Internal
Audit for the Financial Year 2025-26 in accordance with the provisions of Section 138 of the

Act read with the Companies (Accounts) Rules, 2014. The Audit Committee considers and
reviews the Internal Audit Reports submitted by the Internal Auditors on a quarterly basis.

31. REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act,
2013 and rules framed thereunder either to the Company or to the Central Government.

32. VIGIL MECHANISM

Your Company has established Vigil Mechanism (whistle blower policy) for Directors and employees
to report their genuine concerns, details of which have been given in the Corporate Governance
Report annexed to this Report, which is available on the website of the Company and weblink of the
same is https://ashima.in/wp-content/uploads/2021/08/Ashima-Ltd.-Vigil-Mechanism_Whistle-Blower-
Policy.pdf.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There have been no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status of the company and its operations.

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on Internal Control Systems and their adequacy are provided in the Management Discussion
and Analysis, which forms part of this Report.

35. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and National Stock Exchange of India Ltd. and has paid
the annual listing fees for the financial year 2026-27 to both the Stock Exchanges.

36. AUDIT COMMITTEE

The Company has an Audit Committee as per Section 177 of the Companies Act, 2013 read with
the rules framed thereunder and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The details of composition of Audit Committee and other details
relating to the same are given in the Report of Corporate Governance forming part of this Report.
During the Financial Year 2025-26, there has been no instance where the Board has not accepted
the recommendations of the Audit Committee.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2)(e) read with Part B of Schedule V of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year
2025-26 is annexed as Annexure-5 forming part of this Annual Report.

38. CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining high standards of Corporate Governance practices and
believes that an effective corporate governance framework is essential for enhancing shareholder
value and protecting the interests of all stakeholders. Pursuant to Regulation 34(3) read with Part C
of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
separate Report on Corporate Governance along with the requisite certificate regarding compliance
with the conditions of Corporate Governance received from M/s. Mukesh M. Shah & Co., Chartered
Accountants, Statutory Auditors of the Company, forms part of this Annual Report as Annexure - 3.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your
Company has formulated and implemented a Code of Conduct for all Board members and senior
management personnel of your Company (“Code of Conduct”), who have affirmed the compliance
thereto. The Code of Conduct is available on the website of your Company https://ashima.in/wp-
content/uploads/2021/07/Code-of-Conduct-for-Board-of-Directors.pdf and https://ashima.in/wp-content/
uploads/2021/07/Code-of-Conduct-for-Senior-Management.pdf.

39. SHARE CAPITAL

During the financial year under review, there was no change in the authorized and paid-up share
capital of your Company. The authorized share capital and paid up share capital of your Company
is J 2,12,16,00,780.

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

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares by employees or by trustees
for the benefit of employees.

40. NON-CONVERTIBLE DEBENTURES

1. During the year under review, the Company raised funds aggregating to J 12000 Lacs through
issuance of Unlisted, Secured, Unrated, Redeemable, Rupee Denominated Non-Convertible
Debentures (NCDs) on a private placement basis, which is within the overall approved limit of
J 13000 Lacs. The Company allotted 5,000 NCDs of J 1,00,000 each aggregating to
J 5000 Lacs on July 21, 2025 and further allotted 7,000 NCDs of J 1,00,000 each aggregating
to J 7000 Lacs on July 31, 2025.

2. The Company had issued 5,000 fully paid-up, unlisted, secured, unrated, redeemable, rupee-
denominated Non-Convertible Debentures of J 1,00,000 each aggregating to J 5000 Lacs to
Subahu Enterprises LLP. During the year, the Company redeemed the said NCDs in two
tranches pursuant to exercise of call option available to the Company under the Debenture
Trust Deed 4,500 NCDs were redeemed on July 14, 2025 and the balance 500 NCDs were
redeemed on September 2, 2025 along with applicable interest. Consequently, all the NCDs
issued by the Company to Subahu Enterprises LLP stood fully redeemed.

3. The Company had also issued fully paid-up, unlisted, secured, unrated, redeemable, rupee-
denominated Non-Convertible Debentures aggregating to J 5500 Lacs to Crystal Quinone Pvt.
Ltd. and Sharanam Metrolinks LLP. During the year, the Company exercised its call option for
partial early redemption of the said NCDs in accordance with the terms of the Debenture Trust
Deeds. An amount aggregating to J 2425 Lacs was redeemed in September 2025, followed
by further partial redemption aggregating to J 400 Lacs in March 2026, by way of reduction
in the outstanding principal value of the NCDs. Consequently, NCDs aggregating to J 2675
Lacs remained outstanding as on March 31, 2026 and continue under their original terms and
conditions.

41. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee (ICC) in due compliance with the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 to redress complaints received regarding sexual harassment. Your Directors state that
during the financial year under review, no complaints relating to sexual harassment were received
nor any cases filed pursuant to the said Act.

42. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct (“PIT Code”) to regulate, monitor and report trading
in your Company’s shares by your Company’s designated persons and their immediate relatives as
per the requirements under the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by
designated persons while trading/ dealing in your Company’s shares and sharing Unpublished Price
Sensitive Information (“UPSI”). The PIT Code covers your Company’s obligation to maintain a digital
database, mechanism for prevention of insider trading and handling of UPSI, and the process to

familiarise the designated persons with the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of UPSI which have been made available on your
Company’s website on https://ashima.in/wp-content/uploads/2026/03/Code-of-Conduct-Prohibition-of-
Insider-Trading.pdf.

43. GENERAL

Neither the Chairman nor the Managing Director / Executive Director nor CEO of your Company
received any remuneration or commission from subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as
there were no transactions/events of these nature during the year under review:

a. Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016.

b. Revision of financial statements and Directors’ Report of your Company.

c. Valuation for settlement or for taking loan from the Banks or Financial Institutions.

d. One time settlement of loan obtained from the Banks or Financial Institutions.

44. APPRECIATION

Your Directors place on record their appreciation for the commitment and dedication of all the
employees of the Company.

45. ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge the continued support extended by the customers, vendors,
investors and banking partners of the Company. The Directors also convey their appreciation to the
Government of India, the State Government and various regulatory and statutory authorities for their
valuable cooperation and look forward to their continued support in the years ahead.

For and on behalf of the Board
Chintan N. Parikh

Date: May 23, 2026 Chairman & Managing Director

Place: New Delhi (DIN: 00155225)