Akiko Global Services Ltd Directors Report

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Oct 23, 2026|03:31:16 PM

Akiko Global Services Ltd Share Price directors Report

To,

The Members

Akiko Global Services Limited

Dear Members,

Your directors have pleasure in presenting you the 08th Annual Report of Akiko Global Services Limited (‘the Company") together with the Standalone and Consolidated Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026.

FINANCIAL PERFORMANCE

The Companys financial performance the following are the financial results of the Company for the year ended 31st March, 2026.

(Rs. In Lakhs)

STANDALONE CONSOLIDATED
PARTICULARS Year ended March 31, 2026 Year ended March 31, 2025 Year ended March 31, 2026 Year ended March 31, 2025
Revenue from Operations 12,239.24 6345.13 17,273.16 7,630.22
Other Income 26.80 10.08 27.06 10.08
Total Revenue 12,266.04 6355.21 17,300.22 7,640.30
Total Expenses 10,746.11 5549.84 15,054.19 6,603.52
Profit/ Loss Before Tax 1,519.92 805.37 2,246.03 1,036.78
Exceptional Items - - - -
Tax Expense
Current Tax 422.32 202.37 540.22 242.13
Current tax for earlier year (0.61) 3.20 (0.61) 3.20
Deferred tax (30.48) 3.93 (35.08) 0.79
Profit for the Year 1,128.69 595.87 1,741.50 790.66
EPS (Basic & Diluted) 10.48 6.10 14.23 7.56

REVIEW OF OPERATIONS & STATEMENT OF COMPANYS AFFAIRS

A. STANDALONE:

The Company recorded a standalone total turnover of Rs. 12,239.24 Lakhs during the year as against Rs. 6345.13/- Lakhs in the previous year and the Company has earned a profit after tax of Rs. 1,128.69 Lakhs as compared to the profit after tax of Rs. 595.87/- Lakhs in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

CONSOLIDATED:

The Company recorded a consolidated total turnover of Rs. 17,273.16/- Lakhs during the year for the financial year 2025-26 and the Company has earned a profit after tax of Rs. 1,741.50/- Lakhs.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the main business activities of the Company.

However, at the 8th Annual General Meeting ("AGM"), the Company has proposed the addition of certain objects to the Main Objects Clause of its Memorandum of Association, subject to the approval of the Members, with a view to diversifying and expanding its business operations.

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2026.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed for a period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The provisions of above section are not applicable to the Company since no dividend was lying in unpaid dividend account.

TRANSFER TO RESERVE

During the year under review, the company has transferred INR 1,128.69/- Lakhs into the Reserve of the Company as on 31st March 2026.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES

As defined under the Companies Act, 2013, the Company has 3 subsidiaries as of March 31, 2026.

A. COMPANIES THAT HAVE BECOME SUBSIDIARIES:

- AKIKO GLOBAL COMMERCIAL BROKER LLC: the Company has 70% shareholding in Akiko Global Commercial Broker LLC. As the acquired entity is engaged in the business of DSA of Banks in UAE for Credit Cards, which aligns with the Companys existing line of business, this strategic acquisition is expected to contribute to the Companys growth and expansion within the sector. Consequent to this acquisition, Akiko Global Commercial Broker LLC has become a subsidiary of the Company.

- M11 INSURANCE AGENTS PRIVATE LIMITED: the Company has 75% shareholding in M11 Insurance Agents Private Limited. The acquired entity is engaged in the business of Direct Sales Agent (DSA) services for loans and insurance products. This strategic acquisition is aimed at consolidating the Companys position in the market, contributing to revenue growth and profitability, and enabling diversification into both secured and unsecured loan segments. As a result of the acquisition, M11 Insurance Agents Private Limited has become a subsidiary of the Company.

- WHITE LOTUS BROKER NETWORK PRIVATE LIMITED: The Company has 51% of the equity share capital of the Subsidiary Company. The Subsidiary Company is engaged in the business of Financial consultants and to help/assist in obtaining loans from various banks and other lending institutions etc. The said acquisition is subject to the fulfilment of various terms and conditions as specified in the SPA and the SHA. Consequent to this acquisition, White Lotus Broker Network Private Limited has become a subsidiary of the Company.

Apart from the above, there is no other Subsidiary / Joint-venture/Associate of the Company.

B. CONSOLIDATED FINANCIAL STATEMENT:

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Act read with the applicable Accounting Standards and Listing Regulations. The Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries are included in this Annual Report.

Further, a statement containing the salient features of the financial statements of subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 (the Act) in the prescribed form AOC-1 is appended to this Board Report as Annexure – I.

In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of the subsidiaries are available on the website of the Company viz. www.themoneyfair.com.

SHARE CAPITAL STRUCTURE OF THE COMPANY

A. AUTHORIZED CAPITAL AND CHANGES THEREON IF ANY:

The Company Authorized Share Capital is Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crores Twenty Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each

B. PAID UP CAPITAL AND CHANGES THEREON, IF ANY:

The Issued, Subscribed and Paid-up capital is Rs. 10,76,96,000/- (Rupees Ten Crore Seventy-Six Lakh Ninety-Six Thousand only) divided into 1,07,69,600 (One Crore Seven Lakh Sixty-Nine Thousand Six Hundred) equity shares of Rs. 10/- (Rupees Ten only) each.

ii. WARRANTS

The Company, pursuant to the approval of the shareholders obtained at the Extraordinary General Meeting held on 26th February, 2025, issued 2,00,000 fully convertible warrants at a price of INR 87.02 per warrant, subject to receipt of the full consideration.

Subsequently, the Company received 25% of the warrant subscription amount on 1st April, 2025, and the Board of Directors, at its meeting held on the same day, approved the allotment of the said warrants. The warrants shall be convertible into equity shares upon receipt of the balance consideration, in accordance with applicable laws.

Further, during the year under review, the Company has not received the remaining 75% of the warrant subscription amount required for conversion of the said warrants into equity shares.

iii. EMPLOYEE STOCK OPTION PLAN

During the year under review, the Company granted 300,000 stock options to its eligible employees under the Akiko Employee Stock Option Plan, 2025 ("Akiko ESOP 2025"), with vesting conditions and period as specified in the said Plan.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the F.Y. 2025-26.

PARTICULARS OF RELATED PARTY TRANSACTION

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

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

The Form AOC- 2 is attached as Annexure - II with this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

S. No. Name of the Directors Designation DIN/PAN Date of Appointment Date of Cessation
1. Ms. Priyanka Dutta Managing Director 08475220 08/06/2019 NA
2. Mr. Gurjeet Singh Walia Executive Director 07967563 01/05/2020 NA
3 Ms. Richa Arora Executive Director 08607677 11/11/2019 NA
4. Mr. Tarun Gahlot Non- Executive Independent Director 10722326 22/08/2024 NA
5. Mr. Jagjit Singh Non- Executive Independent Director 10163644 05/06/2023 NA
6. Mr. Naveen Gupta Non- Executive Director 07651435 29/01/2025 NA
7. Mr. Puneet Mehta* Non-Executive Director 07965675 01/05/2020 28/04/2025
8. Ms. Richa Arora Chief Financial Officer BKMPR9473F 05/06/2023 NA
9. Mr. Sachin Company Secretary IRYPK3987H 20/12/2024 NA

During the financial year under review, following changes took place in the Board of Directors and Key Managerial Persons.

*During the year under review, Mr. Puneet Mehta resigned as a Non-Executive Director from the Board of the Company w.e.f. April 28, 2025.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, a total of 7 (Seven) meetings of the Board of Directors were convened and held in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, and in compliance with Secretarial Standard - 1 issued by the Institute of Company Secretaries of India (ICSI), on the dates mentioned below:

- April 01, 2025

- May 30, 2025

- August 07, 2025

- September 11, 2025

- November 05, 2025

- January 07, 2026

- February 06, 2026

The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 and Secretarial Standard issued by the ICSI.

S. No. Name of Director Designation No. of Board Meeting eligible to attend No. of Meetings attended No. of Meeting in which absent
1 Ms. Priyanka Dutta Managing Director 7 7 0
2 Mr. Gurjeet Singh Walia Executive Director 7 7 0
3 Ms. Richa Arora Executive Director 7 7 0
4 Mr. Jagjit Singh Non-executive Independent Director 7 7 0
5 Mr. Tarun Gahlot Non-executive Independent Director 7 7 0
6 Mr. Naveen Gupta Non-Executive Director 7 7 0
7 Mr. Puneet Mehta* Non-Executive Director 1 1 NA

*Mr. Puneet Mehta resigned as a Non-Executive Director from the Board of the Company w.e.f. April 28, 2025.

COMMITTEE(S) AND THEIR MEETINGS THEREOF

At present, the Board has following Three (3) Committees:

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholder Remuneration Committee.

The Composition of these Committees and relative compliances are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairperson of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and proceedings of the meetings of all Committees are placed before the Board for review from time to time. The Minutes of the Committee Meetings are sent to all members of the Committee individually and are placed before the Board for review from time to time.

A. AUDIT COMMITTEE:

The Audit Committee of the Board is responsible for oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, adequate and credible; and for reviewing the annual financial statements before submission to the Board. The Committee periodically reviews the adequacy of internal control systems.

The Committee reviews the financial and risk management policies of the Company.

During the year under review, four (4) meetings of the Audit Committee were convened and held on the dates mentioned below:

- May 30, 2025

- August 07, 2025

- November 05, 2025

- February 06, 2026

The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:

Name of the Director Category No. of Meeting eligible to Attend No. of Meeting Attended
Mr. Jagjit Singh Chairman (Non-Executive Independent Director) 04 04
Mr. Tarun Gahlot Member (Non-Executive Independent Director) 04 04
Mr. Naveen Gupta Member (Non-Executive Director) 04 04

B. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination and Remuneration Committee and have laid down the following criteria:

1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management and Other Employees of the Company.

3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.

During the year under review, Two (2) meetings of the Nomination and Remuneration Committee were convened and held on the dates mentioned below:

- May 30, 2025

- February 06, 2026

The detail of the composition of the Nomination and Remuneration Committee along with their meetings held/attended is as follows:

Name of the Director Category No. of Meeting eligible to Attend No. of Meeting Attended
Mr. Jagjit Singh Chairman (Non-Executive Independent Director) 02 02
Mr. Tarun Gahlot Member (Non-Executive Independent Director) 02 02
Mr. Naveen Gupta Member (Non-Executive Director) 02 02

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted Stakeholder Relationship Committee to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year under review, One (1) meeting of the Stakeholder Relationship Committee was convened and held on November 05, 2025.

The detail of the composition of the Stakeholders Relationship Committee along with their meetings held/attended is as follows:

Name of the Director Category No. of Meeting eligible to Attend No. of Meeting Attended
Mr. Jagjit Singh Chairman (Non-Executive Independent Director) 01 01
Mr. Tarun Gahlot Member (Non-Executive Independent Director) 01 01
Mr. Naveen Gupta Member (Non-Executive Director) 01 01

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, every listed company is required to establish a Vigil Mechanism (similar to a Whistle Blower mechanism) for Directors and employees to report genuine concerns.

The Company has in place a duly formulated Vigil Mechanism / Whistle Blower Policy, which demonstrates its commitment to providing adequate safeguards against victimization of individuals who raise such concerns. The Policy also ensures direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

The Board of Directors affirms that no employee has been denied access to the Audit Committee during the year under review. Further, no complaints were received or are pending under the Vigil Mechanism during the said period.

The details of the Vigil Mechanism / Whistle Blower Policy are available on the Companys website.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise, and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy interalia provides that a person should possess adequate qualification, expertise, and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

Extract of the policy are available on the Companys website www.themoneyfair.com.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Companies Act, 2013, applicable to the Company.

In accordance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended by the CSR Amendment Rules, 2021, your Company is exempt from constituting a CSR Committee since the CSR expenditure obligation for the relevant year does not exceed Rs. 50 lakhs. Therefore, the Board will carry out the required functions itself, and your Company is not required to form a CSR Committee.

The details of CSR Projects undertaken through our CSR activities are given in "Annexure III" as prescribed.

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

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

RISK MANAGEMENT

The Board had developed and implemented an appropriate Risk Management Policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, are annexed herewith at Annexure IV.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawn remuneration in excess of the limits set out in the said rules. (Annexure V)

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure VI.

AUDITORS

A. STATUTORY AUDITORS:

M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held on September 30, 2023. Their tenure is effective from April 1, 2023, to March 31, 2028, at a remuneration plus applicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.

There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report.

B. COST AUDITORS:

The Company is not engaged in the production of good/services as specified under Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014. Hence, the maintenance of cost accounts and requirement of cost audit is not applicable.

C. INTERNAL AUDITORS:

The provisions of Section 138(1) of the Companies Act, 2013 is applicable to the Company. Consequently, the Company appointed M/s. Somesh Tiwari & Co., Practicing Chartered Accountant (FRN: 024195C) as the Internal Auditor the financial years 2025-26.

D. SECRETARIAL AUDITORS:

The provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have become applicable to Company. Consequently, the Company appointed M/s Amit Saxena & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the Financial Year 2025-26.

The Secretarial Auditors Report for the financial year ended 31st March 2026, does not contain any qualification, reservation, or adverse remark.

The Secretarial Auditors Report for the financial year ended 31st March 2026 is annexed to the Boards Report and forms an integral part of this Annual Report as Annexure VII.

ADEQUACY OF INTERNAL CONTROL SYSTEM

According to Section 134(5)(e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has a well-placed, proper and adequate Internal Financial Control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive level.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

DECLARATION OF INDEPENDENCE OF DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act 2013, confirming that they meet the criteria of independence under Section 149(6) of the said Act.

During the year under review, the Non- Executive Directors of the Company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the Board or Committees of the Company.

The Company has received requisite annual declarations/confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and the Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose.

In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel to review the performance of non-independent Directors and the Board as a whole, to review the performance of the Chairman of the company, taking into account the views of executive Directors and non-executive Directors and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, one Meeting of the Independent Directors was held on February 06, 2026 for the Financial Year 2025-26 at the office of the Company at 11th Floor, Off. No. 8/4-D, Vishwadeep Building, District Centre Janak Puri, West Delhi, New Delhi, India, 110058.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

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

(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year review;

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

(d) That the directors had prepared the annual accounts for the financial year ended 31st March, 2026 on a going concern basis;

(e) That 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 and

(f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ANNUAL EVALUATION OF BOARD PERFORMANCE

As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans given, guarantees given, investments made and security provided under Section 186 of the Companies Act, 2013, if any, have been disclosed in the financial statements, which also form part of this report.

CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

CODE OF CONDUCT AND ETHIC

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, Key Managerial Personnel and Senior Executives of the Company. Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct.

The Company has disclosed information about the establishment of the code on its website. All Board members and senior management personnel affirm compliance with the Code of Conduct annually and The Company has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI (Listing Obligations and Disclosure Requirements.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with applicable provisions of the Secretarial Standards related with issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule V, is not applicable to listed entities that have their specified securities listed on the SME Exchange. Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not apply to the Company for the financial year 2025-26.

Since the Companys securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Report on the Corporate Governance does not form part of this Boards Report.

ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the annual return as on 31st March 2026 will be available on the website of the Company i.e., at www.themoneyfair.com.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS

There were no significant and material order passed by the regulators or Courts or Tribunals impacting the going concern status of your Company and its operation in future.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the year under review, the details of complaints pertaining to sexual harassment received are as follows:

No. of complaints of sexual harassment received in the year Nil
No. of complaints disposed of during the year Nil
No. of cases pending for more than ninety days Nil

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

WEBSITE OF THE COMPANY:

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

DISCLOSURES AS PER SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 AND THE COMPANIES ACT, 2013 RELATING TO EMPLOYEE STOCK OPTION SCHEME

1. REGULATION 13: CERTIFICATE FROM SECRETARIAL AUDITORS

Pursuant to Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company is required to obtain a certificate from the Secretarial Auditor confirming that the Akiko Employee Stock Option Plan, 2025 ("Akiko ESOP 2025") has been implemented in accordance with the provisions of the said Regulations and the resolution(s) approved by the Members in the General Meeting.

Accordingly, the certificate issued by the Secretarial Auditor in this regard is annexed to this Report as Annexure – VIII.

2. REGULATION 14: DISCLOSURES

The disclosures pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, in respect of the Akiko Employee Stock Option Plan, 2025 ("Akiko ESOP 2025"), as at March 31, 2026, are available on the website of the Company at www.themoneyfair.com

The disclosures in terms of Section 133 of the Companies Act, 2013, including the Guidance Note on Accounting for Employee Share-based Payments issued in this regard, as amended from time to time, have been duly considered and are reflected in the financial statements of the Company.

Further, the Diluted Earnings Per Share (EPS) arising from the issue of shares pursuant to all schemes covered under the aforesaid Regulations has been disclosed in accordance with Accounting Standard 20 – Earnings Per Share, as applicable, and the relevant accounting standards issued from time to time. The same may be referred to in the financial statements of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is no requirement to give details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS

During the year under review, the Company has not made any settlements with banks or financial institutions. As a result, no valuations were necessary.

ACKNOWLEDGEMENT

Your directors place on records their deep appreciation and thanks the Companys shareholders, employees, customers, vendors, investors and members for their consistent support and encouragement of the Company. The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your directors would also like to acknowledge and thanks the Government of India and concerned government departments / agencies for their co-operation.

Date: 02-09-2026
Place: Delhi
For & on behalf of
AKIKO GLOBAL SERVICES LIMITED
Sd/-
Priyanka Dutta
Managing Director
DIN: 08475220
Sd/-
Richa Arora
Director
DIN: 08607677

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