Ashika Credit Capital Ltd Directors Report

Dear Shareholders,

Your Companys Board of Directors has the pleasure of presenting the 32nd Annual Report together with the Audited Financial Statements of the Company for the FY ended 31st March, 2025 (Standalone and Consolidated).

1. FINANCIAL HIGHLIGHTS:

				(Amount in Lakhs)
	Standalone		Consolidated
Financial results for the year ended	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Total Income	429.03	1,854.74	429.01	1,854.74
Profit/(Loss) before tax	(6,662.39)	1,276.14	(6,668.37)	1,276.14
Less: Tax Expenses	1,520.50	205.76	1,520.50	205.76
Profit/(Loss) for the year	(5,141.89)	1,070.38	(5147.87)	1,070.38
Other Comprehensive Income (net of Tax)	(0.35)	1.89	(0.35)	1.89
Total Comprehensive Income	(5,142.24)	1,072.27	(5148.22)	1,072.27

2. FINANCIAL PERFORMANCE AND THE STATE OF COMPANYS AFFAIRS

FY 2024-25 was a transformative year for the Company, building upon the strategic shift from lending to capital market investments initiated in the previous years. Riding on the momentum of a buoyant equity market and strong domestic economic fundamentals, your Company has deepened its presence in the securities investment space. The period saw sustained optimism in the stock markets, driven by strong corporate earnings and robust growth.

Against this backdrop, your Company undertook a series of strategic actions during the year. Accordingly, the year was marked by several forward-looking initiatives, including the proposal of a Composite Scheme of Amalgamation involving group entities, aiming to enhance operational efficiencies, expand market reach, and strengthen financial capabilities, thereby creating a more competitive and diversified entity poised for sustainable growth. Additionally, your Company approved substantial capital raising through preferential allotments and convertible warrants, and is in the process of filing application with SEBI to sponsor an AIF Category–II (Private Fund) and sponsor a Mutual Fund, with plans to establish an Asset Management Company and Trustee Company. Furthermore, the Company made strategic appointments, designed to strengthen the leadership team, ensuring effective governance and driving the Companys long-term growth trajectory and operational expansion. These measures reinforce your Companys commitment to evolving as a diversified, integrated financial services aligned with long-term growth opportunities in the capital markets.

KEY DEVELOPMENTS

The Board, at its meeting held on 31st July, 2024, approved the Scheme of Amalgamation of Yaduka Financial Services Limited ("Transferor Company") with and into Ashika Credit Capital Limited ("Transferee Company") with an appointed date of 01st October, 2024. BSE, vide its letter dated 09th May, 2025, approved the Scheme with "No Adverse Observation" and NOC was granted by RBI vide letter dated 06th January 2025. The Scheme remains subject to approvals of NCLT, Kolkata, and the respective Shareholders and Creditors of the companies involved in the Scheme, as may be required. The Board, at its meeting held on 12th November, 2024, approved 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"), with and into AGSPL; and (ii) AGSPL with and into Ashika Credit Capital Limited ("ACCL" or "Amalgamated Company"), with an appointed date of 01st April, 2025.

RBI granted NOC on the Scheme vide its letter dated 17th March, 2025. The Scheme remains subject to other statutory and regulatory approvals, and the respective Shareholders and Creditors of the companies involved in the Scheme, as may be required. Acquisition of stake in Ashika Private Equity Advisors Pvt Ltd – APEAPL (formerly known as Ashika Entercon Pvt Ltd):

The Company acquired 5,100 equity shares of APEAPL, of face value 10 each, at par, for an aggregate consideration of 51,000, constituting 51% of the equity shareholding of APEAPL. Consequent to this acquisition, APEAPL became a subsidiary of the Company w.e.f. 21st January, 2025.

The Board, at its meeting held on 31st July, 2024, approved the issue of 95,40,000 fully paid-up Equity Shares and 60,30,000 Equity Convertible

Warrants at a face value of 10 each at an issue price of 118 per Equity Share/Warrant (including a premium of 108 per Equity Share/Warrant) to Promoters and Non-Promoters. The same was approved by Shareholders at the Extraordinary General Meeting of the Company held on 30th August, 2024, and in-principle approval was granted by BSE on 30th August, 2024. Accordingly, the securities were allotted on 06th September, 2024.

The Board, at its meeting held on 17th September, 2024, approved the issue of 12,69,000 fully paid-up Equity Shares and 95,31,000 Equity Convertible Warrants at a face value of 10 each at an issue price of 306 per Equity Share/Warrant (including a premium of 296 per Equity Share/Warrant) to Promoters and Non-Promoters. The approval by Shareholders was given at the Extraordinary General Meeting of the Company held on 17th October, 2024, and in-principle approval was granted by BSE on 18th October, 2024. Accordingly, the securities were allotted on 28th October, 2024.

TheBoard,atitsmeetingheldon12thNovember, 2024, approved the issue of 18,00,000 fully paid-up Equity Convertible Warrants at a face value of 10 each at an issue price of 609 per Warrant (including a premium of 599 per

Warrant) to Non-Promoters. The approval by Shareholders was given at the Extraordinary General Meeting of the Company held on 12th December, 2024, and in-principle approval was granted by BSE on 12th December, 2024. Accordingly, the securities were allotted on 26th December, 2024.

The Board, at its meeting held on 12th November, 2024, considered the raising of funds for an aggregate amount not exceeding

900 crores or an equivalent amount thereof by way of Qualified Institutions Placement

(QIP) or any other permissible modes. The same was approved by Shareholders at the Extraordinary General Meeting held on 12th December, 2024.

The Board approved the proposal to make an application to SEBI to act as sponsor/settler for the proposed Mutual Fund, subject to requisite approvals. Accordingly, the Company would be setting up an Asset Management Company and a Trustee Company, in accordance with SEBI (Mutual Funds) Regulations, 1996 and applicable laws. The application is under process for submission to SEBI.

The new subsidiary, Ashika Private Equity Advisors Pvt Ltd, focuses on establishing Category II AIF. The Company shall act as sponsor to the said AIF and is in the process of applying for SEBI approval to offer investors unique opportunities in high-growth sectors.

FINANCIAL PERFORMANCE

In FY 2024-25, on a standalone basis, your Company recorded Revenue from Operations of 429.03 lakhs as against 1,854.73 lakhs in FY 2023–24, registering a decrease in revenue. The Company reported a Loss After Tax on a standalone basis of 5,141.89 lakhs in FY 2024-25, as compared to a Profit After Tax of 1,070.38 lakhs in FY 2023–24. The Company swung from profit to a substantial loss, mainly due to a net loss on fair value changes of 50.42 crores.

The overall decline in revenue from operations over the previous FY 2023 24 was significantly impacted by market-related losses (fair value changes), which overshadowed positive trends such as increased interest income and improving quarterly revenue. Going forward, mitigating fair value volatility and controlling impairment costs will be crucial to restoring profitability.

3. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of the business of the Company during FY 2024-25. Your Company is engaged in only one segment, i.e., financial services financing and investment activities.

Pursuant to the approval of Shareholders on 21st March, 2025, via Postal Ballot, your Company added a new object clause in the main objects of the Memorandum of Association (MOA) of the Company, which is in sync with the existing main activities of the Company as permitted under law, i.e., investment and financing activities.

The Company shall act as settler, sponsor, trustee, investment manager to Mutual Funds, AIF, and other related funds, and provide related services.

4. DIVIDEND:

We are pleased to report that the first half of FY 2024-25 was a remarkable period for your Company, marked by significant profits. However, due to unforeseen market conditions, particularly in the last quarter, we incurred losses for the year ended 31st March, 2025.

In light of these circumstances, the Board of Directors has decided not to recommend any dividend for the financial year ended 31st March, 2025.

5. CHANGES IN SHARE CAPITAL:

The Authorised Share Capital of your Company, as on 31st March, 2025, stood at 70,00,00,000, divided into 7,00,00,000 Equity Shares of 10 each.

In FY 2024-25, the changes in authorised capital of the Company were as follows:

Increase from 20,25,00,000, divided into 2,02,50,000 Equity Shares, to 35,00,00,000, divided into 3,50,00,000 Equity Shares, as approved by Shareholders at the Extraordinary General Meeting of the Company held on 30th August, 2024.

Further increase from 35,00,00,000, divided into 3,50,00,000 Equity Shares, to 70,00,00,000, divided into 7,00,00,000 Equity Shares, as approved by Shareholders at the Extraordinary General Meeting of the Company held on 17th October, 2024.

The issued and subscribed share capital of your Company, as on 31st March, 2025, stood at 33,11,39,740, divided into 3,31,13,974 Equity Shares of 10 each, and the paid-up share capital stood at 33,10,78,000, divided into 3,31,07,800 Equity Shares of 10 each, fully paid-up.

During the financial year under review, the Company made preferential issues for Equity Shares and Equity Convertible Warrants, as detailed above under "Key Developments" and hence not repeated here for brevity.

The other changes in the equity share capital of the Company are detailed below:

Conversion of Equity Convertibles Warrants into Equity Shares

During the year the following warrants were converted into equity shares by the warrant holders:

1) Allotment of 25,00,000 Equity Shares at 118 per share on conversion of warrants into an equal number of Equity Shares to Promoter/ Promoter Group and Non-Promoter, as allotted by the Preferential Issue Committee in its meeting held on 09th November, 2024.

2) Allotment of 35,30,000 Equity Shares at 118 per share on conversion of warrants into an equal number of Equity Shares to Promoter/ Promoter Group and Non-Promoter, as allotted by the Fund Raising Committee in its meeting held on 07th February, 2025.

3) Allotment of 43,88,800 Equity Shares at 306 per share on conversion of warrants into an equal number of Equity Shares to Promoter/ Promoter Group and Non-Promoter, as allotted by the Fund Raising Committee in its meeting held on 07th February, 2025.

The following Conversion of Equity Convertibles Warrants into Equity Shares was made after 31st March, 2025:

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

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

3) Allotment of 4,43,464 Equity Shares at 306 per share on conversion of warrants into an equal number of Equity Shares to Non-Promoter, as allotted by the Fund Raising Committee in its meeting held on 02nd May, 2025.

Out of 95,31,000 warrants, 59,536 warrants have been forfeited by the Company due to non-exercise of warrants/non-receipt of 75% of the subscription amount within the warrant exercise period, i.e., within six months from the date of allotment (28th October, 2024). Accordingly, 25% of the upfront money received on the said warrants has been forfeited by the Company. During the year under review, the Company has not issued any shares with differential voting rights. The Company has neither issued employee stock options nor 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 incurred a loss for the year ended 31st March, 2025 and so no amount has been transferred to Statutory Reserves u/s 45 IC of RBI Act, 1934 for the FY ended 31st March, 2025.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS APPOINTMENT

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 has six (6) Directors as on 31st March, 2025. 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, as recommended by the Nomination and Remuneration Committee of the Company and Board of Directors at their respective meetings, Shareholders of the Company by way of Resolutions passed through Postal Ballot on 21st March, 2025 approved the following appointments and changes in designation of Directors: 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 the reappointment of Mr. Daulat Jain (DIN: 00040088), Managing Director, for a term of three (3) consecutive years, w.e.f. 1st November, 2025. Appointed Mr. Chirag Jain (DIN:07648747) as Executive Director & Chief Executive Officer of the company for a term of three (3) years, w.e.f. 1st April, 2025 and also designated as Key Managerial Personnel (KMP) of the company under Section 203 of the Companies Act, 2013.

Appointed Mr. Pravin Kutumbe (DIN: 01629256), Mr. Supratim Bandyopadhyay (DIN: 03558215) and Ms. Pinki Kedia (DIN: 08455451) as Independent Director of the Company with effect from 1st April, 2025 for a term of three (3) consecutive years.

Further MS Mina Agarwal (DIN:06948015) was appointed as Independent Director of the Company with effect from 1st October, 2024 for a term of One Year as approved by shareholders in the AGM held on 10th August, 2024 on recommendation of NRC and approval of Board in their respective meeting.

CESSATION

During the year under review, Ms. Sonu Jain (DIN: 07267279) ceased to be an Independent Director of the Company pursuant to the completion of her second term of office, w.e.f. closure of business hours on 31st March, 2025. The Board placed on record its deepest gratitude and appreciation for the valuable contribution rendered by Ms. Jain. Further, during the FY under review, on account of emerging unavoidable personal situations, Ms. Mina Agarwal (DIN: 06948015), vide her letter dated 13th January 2025, tendered her resignation as Non-Executive Independent Director of the Company with immediate effect from the Board of the Company.

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

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION IN TERMS OF THE PROVISIONS OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with the Articles of Association of your Company, Mr. Pawan Jain, being a Director of the Company, will retire by rotation at the ensuing AGM and, being eligible, offers himself for re-election. Your Board has recommended his re-election.

Pursuant to Regulation 36 of the Listing Regulations, read with Secretarial Standard-2 (SS-2) issued by the Institute of Company Secretaries of India (ICSI), a brief r?sum?/details relating to the Director liable to retire by rotation are furnished in the Notice of the ensuing AGM of the Company.

INDEPENDENT DIRECTORS

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise in the fields of finance, strategy, investment banking, insurance, auditing, tax, and risk advisory services, and that they hold the highest standards of integrity.

In terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA) and have successfully completed the online proficiency self-assessment test conducted by

IICA within the prescribed time period, unless they meet the criteria specified for exemption.

Details of the separate meeting of the Independent Directors held, and their attendance therein, are provided in the Report on Corporate Governance forming part of this Report.

FAMILIARISATION PROGRAMME

Over the years, the Company has developed a robust familiarisation process for newly appointed Directors to help them become accustomed to their respective roles and responsibilities. The process has been aligned with the requirements under the Act and the Listing Regulations.

The Company has formulated a policy on Familiarisation Programme for Independent Directors. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which explains the role, functions, duties, and responsibilities expected as a Director of the Company.

Further, the Company also familiarises the Independent Directors with the Company, their roles, responsibilities in the Company, the nature of the industry in which the Company operates, the business model of the Company, and various businesses in the Group, etc. The Director is also explained in detail the compliances required from him under the Act and the Listing Regulations. On an ongoing basis, presentations are regularly made to the Independent Directors on various matters, inter alia, covering business strategies, management structure, quarterly and annual results, budgets, review of Internal Audit, risk management framework, and so on.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors.

Details of the Familiarisation Programme are explained in the Report on Corporate Governance and are also available on the Companys website, which can be accessed at https://assets.ashikagroup.com/Familiarisation-Programme-2024-2025.pdf.

KEY MANGERIAL 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 Whole-Time Key Managerial Personnel (KMPs) in accordance with the provisions of Section 203 of the Companies Act, 2013, as on 31st March, 2025 Mr. Pawan Jain - Executive Chairman (ceased to be KMP w.e.f. 1st April, 2025) Mr. Daulat Jain - Managing Director and Chief Executive Officer (CEO) (resigned as CEO w.e.f1 st April, 2025)

Mr. Gaurav Jain - Chief Financial Officer (CFO)

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

Mr. Chirag Jain, Executive Director & CEO has been appointed as KMP w.e.f. 1st April, 2025. In terms of section 2(51) of Companies Act 2013, Mr. Siddarth Mohta was appointed Chief

Investment Officer wef 12th February, 2025 and Ms Ishita Jain as Chief Business Officer w.e.f 01st April, 2025. Further due to some personal reason Mr. Siddarth Mohta resigned from the post of Chief Investment Officer wef 06th May, 2025.

8. MEETINGS OF THE BOARD:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters, and other businesses.

The Board met six (6) times during the year under review. The intervening gap between two meetings did not exceed, at any time, the prescribed period of 120 days. The Committees of the Board usually meet the day before or on the day of the Board Meeting, or whenever the need arises for transacting business. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

Board Meetings during FY 2024-25 were held on 13th May, 2024, 20th July, 2024, 31st July, 2024, 17th September, 2024, 12th November, 2024, and

12th February, 2025. Details of Board composition and Board Meetings held during FY 2024-25 have been provided in the Corporate Governance Report, which forms part of this Annual Report.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 134(3) (a) and 92(3) of the Companies Act, 2013, the Annual Return for the FY ended 31st March, 2025, is available on website of Company at the link:https://assets.ashikagroup.com/annual-return-of-ashika-credit-capital-limited-for-f.y.-2024-2025.pdf

10. BOARD COMMITTEES:

The Company has constituted/reconstituted various Board-level committees in accordance with the requirements of the Companies Act, 2013 and Listing Regulations as on 31st March, 2025. The Board has the following committees as under: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee. In addition to the above, the Board has constituted other committees as per RBI Regulations and other internal committees for the ease of carrying on business.

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.

NOMINATION & REMUNERATION POLICY

The Company has in place a policy for remuneration of Directors, Key Managerial

Personnel (KMP) as well as a well-defined criterion for the selection of candidates for appointments to the aforesaid positions, which has been approved by the Board.

The Policy broadly lays down the guiding principles, philosophy, and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees) and Key Managerial Personnel.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board while selecting candidates.

The Nomination & Remuneration Policy can be accessed on the website of the Company and is uploaded at the link https://assets.ashikagroup. com/2025-NRC-Policy.pdf.

11. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, read with Rules made thereunder, Regulation 17(10) of the Listing Regulations, and the Guidance Note on Board Evaluation issued by SEBI, as well as the Guidance Note on Board Evaluation issued by the Institute of Company Secretaries of India (ICSI), the Company has framed a policy for evaluating the annual performance of the Board, Individual Directors (including Managing Director/Executive Director, Chairperson, and Independent Director of the Company), Committees of the Board, self-evaluation of Individual Directors (excluding the Director being evaluated), and peer-to-peer evaluation.

The Nomination and Remuneration Committee of the Company has laid down parameters for performance evaluation in the Policy. The evaluation parameters and the process have been explained in detail in the Corporate Governance Report.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures 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 Boards Report.

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee other than the Chairman has been paid remuneration of more than 1.02 crores per annum.

There are employees drawing more remuneration than the Managing Director, but none of the employees, except Promoter Directors, holds more than 2% of Equity Shares of the Company (directly or indirectly).

In terms of the proviso to Section 136(1) of the Act, this Report is being sent to all Members, excluding the statement with respect to employees employed throughout the year and employees 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 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The 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 the AGM, by sending a 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.

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

Your Company has one subsidiary company in India as of 31st March, 2025. The consolidated financial statements of the Company, prepared in accordance with Indian Accounting Standards as specified in the Companies (Indian Accounting Standards) Rules, 2015, form part of the Annual Report.

There are no Joint Venture Companies or Associate Companies as on 31st March, 2025. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of subsidiaries in Form AOC-1 (Annexure II) is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, separate audited financial statements in respect of the subsidiary company shall be kept open 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.

Your Company will also make these documents available upon request by any Member of the Company interested in obtaining them. The financial performance of the subsidiary forms part of the consolidated financial highlights presented in this Report, and the separate audited financial statements in respect of the subsidiary company are also available on the website of your Company at https://assets.ashikagroup. com/apeapl-financials-fy-24-25.pdf. The Companys policy for the determination of material subsidiary, as adopted by the Board of Directors, in conformity with Regulation 16 of the SEBI Listing Regulations, can be accessed on the Companys website at https://assets. ashikagroup.com/Policy-for-determining-Material-Subsidiary.pdf.

In terms of the said policy and the provisions of Regulation 16 of the SEBI Listing Regulations, the Company does not have any material subsidiary as on 31st March, 2025.

14. AUDITORS

STATUTORY AUDITORS

M/s. DHC & Co., Chartered Accountants (ICAI Firm Registration Number 103525W), having their office at 42, Free Press House, 215 Nariman

Point, Mumbai – 400019, 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, the Statutory Auditors have provided a confirmation letter stating that they are not disqualified to act as the Statutory Auditors of the Company for FY 2025-26. They have further confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI.

M/s. DHC & Co., Statutory Auditors, have issued

Audit Reports with an unmodified opinion on the Standalone Financial Statements of the Company for the FY ended 31st March, 2025. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in line with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Company has appointed M/s. MR & Associates, having their office at 46, B.B. Ganguly Street, 4th Floor, Kolkata 700012, holding a valid Peer Reviewed Certificate, as the Secretarial Auditors of the Company for a consecutive period of five (5) years, from the conclusion of the 32nd AGM to be held in 2025, till the conclusion of the 37th AGM to be held in 2030, subject to the approval of the Shareholders at the ensuing AGM of the Company.

In lieu of the above, the Company has received a consent letter for the said appointment along with a certificate stating that the Secretarial Auditors satisfy the criteria as provided in Regulation 24A(1A) of the Listing Regulations with respect to their eligibility, qualifications, and disqualifications to act as Secretarial Auditors of the Company, along with a copy of their valid Peer Review Certificate.

M/s. MR & Associates shall undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report, certified by the Secretarial Auditors in the specified Form MR-3, is annexed herewith and forms part of this Report (Annexure III).

The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks. The Secretarial Auditors have confirmed that your Company has complied with the applicable laws and that there are adequate systems and processes in your Company, commensurate with its size and scale of operations, to monitor and ensure compliance with the applicable laws. During the year under review, neither the Statutory Auditors 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:

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, as amended from time to time, the Company has framed a Vigil Mechanism/Whistle Blower Policy ("Policy") to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies, and reports of any non-compliance or wrongful practices, e.g., unethical behaviour, fraud, violation of law, inappropriate conduct, etc. The Audit Committee oversees the functioning of this Policy. The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information. No person is denied access to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company www.ashikagroup.com and can be accessed at the link https://assets.ashikagroup. com/ACCL-2022-03-Vigil-Mechanism-Policy.pdf. Further, no complaints were reported under the Vigil Mechanism during the year under review.

16. RISK MANAGEMENT FRAMEWORK:

Risk is an integral and unavoidable component of business. Though risks cannot be eliminated, an effective Risk Management Programme ensures that risks are reduced, avoided, mitigated, or shared.

Your Company has in place a mechanism to identify, assess, monitor, and mitigate various risks associated with the business of the Company. Major risks identified by the business and functions, if any, are systematically addressed through mitigating actions on a continuing basis.

The Company has constituted a Risk Management Committee (RMC) in terms of the Scale-Based Regulatory Framework for NBFCs introduced by RBI dated 22nd October, 2021. Further, pursuant to SEBI (LODR) (Third Amendment) Regulations, 2024, your Company has reconstituted and revised the terms of reference of the Risk Management Committee of the Company in terms of Schedule II, Part D of SEBI LODR, read with Regulation 21 of the said LODR Regulations. The same is applicable w.e.f. 01st April, 2025.

In line with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company also has an Asset Liability Committee, which meets as and when required to review the risk tolerance/limits set by the Board. The Company adheres to the same and further looks into the implementation of the liquidity risk management strategy.

A systematic approach has been adopted that begins with the identification of risks, categorisation and assessment of identified risks, evaluating the effectiveness of existing controls, and building additional controls to mitigate risks, followed by monitoring of residual risks.

In the opinion of the Board, there are no material elements of risk threatening the existence of the Company.

The detailed section on key business risks and their mitigation strategies forms part of the ‘Management Discussion and Analysis Section in the Report on Corporate Governance, which forms part of the Annual Report.

17. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility (CSR) forms an integral part of your Companys business activities. The Company carries out its Corporate Social Responsibility initiatives not just in letter but also in spirit.

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee. In line with your Companys philosophy of being a responsible corporate citizen, the Board of Directors adopted a CSR Policy, which lays down the principles and mechanism for undertaking various projects/programmes as part of the Companys CSR activities.

During FY 2024-25, the Company spent 25.25 lakhs on Corporate Social Responsibility (CSR) activities, as against the obligatory amount of 17.43 lakhs. The CSR initiatives were implemented through Ashika Foundation, a registered trust. The CSR contributions made are in compliance with the Companys CSR Policy, read with Schedule VII, and as per the Annual Action Plan for FY 2024-25.

The aforesaid amount of 17.43 lakhs paid towards CSR contribution is being adjusted with the excess amount of 24.43 lakhs lying as credit with the Company from the previous FY 2023–24. The balance excess amount lying for the previous year, i.e. 7 lakhs, will be adjusted against succeeding years, as applicable.

Accordingly, the amount of 25.25 lakhs spent by the Company during FY 2024-25 against CSR contribution stands as excess spending by the Company and will be adjusted in the succeeding FY as per the provisions of the Act. Considering all the above CSR contributions, there is an excess spending on account of CSR of 32.25 lakhs ( 7 lakhs + 25.25 lakhs) as on 31st March, 2025, which will be adjusted in the succeeding years. Details of the composition of the CSR Committee and brief details of the CSR Policy have been provided in the Corporate Governance Report, which is annexed to and forms an integral part of this Boards Report.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder, is annexed to this Report (Annexure IV).

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

There have been no material changes and commitments affecting the financial position of the Company, which have occurred since 31st March, 2025, being the end of the FY 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 TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN THE FUTURE:

During the year under review, there have been no significant and material orders passed by the regulators, courts, or tribunals impacting the going concern status or the Companys future operations.

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board of Directors of your Company has adopted procedures for ensuring the orderly and efficient adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial The details in respect of internal financial controls 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 Company, being an NBFC registered with the RBI and engaged in the business of making investments in securities and giving loans in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 ("the Act") with respect to Loans & Investments. Accordingly, the disclosures of the Loans & Investments given as required under the aforesaid section have not been made in this Boards Report.

Particulars of loans and investments outstanding during FY 2024-25 are furnished in the Notes to the Standalone Financial Statements of the Company.

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:

The Company has in place a Policy on Related Party Transactions and the same can be accessed on the Companys website at its web-link https://assets.ashikagroup.com/policy-on-related-party-transaction.pdf and the same is in line with the requirements of the Act and the Listing Regulations. All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the FY were on an arms length basis and in the ordinary course of business; the particulars of such transactions are disclosed in the notes to the financial statements conduct of its business, including Disclosures of Related Party Transactions of the Company, including transactions with the Promoter/Promoter Group holding 10% or more shareholding in the Company, if any, are given in the Notes to the Standalone Financial Statements. disclosures.

All the Related Party Transactions entered into during the year were on an arms length basis and in the ordinary course of business. Further, there were no transactions to be reported under Section 188(1) of the Act crossing the materiality limit. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134(3) (h) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable for this year.

24. CORPORATE GOVERNANCE REPORT:

As required by Regulation 34 of the Listing Regulations, a detailed Report on Corporate Governance is included in the Annual Report. M/s. MR & Associates, Practising Company Secretaries, have certified your Companys compliance requirements in respect of Corporate Governance, in terms of Regulation 34 of the Listing Regulations; their Compliance Certificate annexed to the Report on 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 in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

During the year under review, no complaints in relation to sexual harassment at workplace have been reported.

The group sexual harassment policy is . uploaded on the website of the company at www.ashikagroup.com at the given link at https://assets.ashikagroup.com/2025-Sexual-Harrasment-Policy.pdf.

26. COMPLIANCE WITH SECRETARIAL STANDARDS OF ICSI

The Board of Directors 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 under review.

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

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies

Act, 2013 read with the applicable rules thereon for the FY 2024-25. Hence the said clause is not applicable to the Company with respect to its nature of business.

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

Your Company has no activity relating to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo, as stipulated in Rule 8(3) of the Companies (Accounts) Rules, 2014.

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.

29. 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 FY

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

30. 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 FY under review, the Company has not taken loans from any Bank and further, there stood no instance of one-time settlement with any Financial Institution.

31. 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 subsection (3) of section 134 of Companies Act 2013 that— a) In the preparation of the annual accounts for the FY ended on 31st March, 2025 the applicable accounting standards had been followed along with proper explanation relating to material departures. b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as of 31st March, 2025 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 the Companies Act, 2013 for 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 concerning basis. e) The directors had laid down internal financial controls to be followed by the company and said that such internal financial controls are adequate and operate 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.

32. ACKNOWLEDGEMENTS:

The Directors would like to record their appreciation of the hard work and commitment of the employees and acknowledge the excellent support and co-operation received from exchanges, shareholders, bankers. Regulators and other stakeholders place on record their sincere appreciation to their employees for their continued co-operation in realisation of the corporate goals in the years ahead.

	For and on behalf of the Board of Directors
Date: 10.05.2025	(Pawan Jain)	(Daulat Jain)
	Chairman	Managing Director
	DIN: 00038076	DIN: 00040088
	Place: Mumbai	Place: Kolkata