Asia Capital Ltd Directors Report

Dear Members

Your directors have the pleasure in presenting the Forty - Second Annual Report together with the audited accounts of the company for the year ended March 31, 2026.

FINANCIAL PERFORMANCE

The financial performance of your Company for the year ended March 31, 2026 is summarized below: -

		(Rs. in thousands)
Particulars	FY 2025-2026	FY 2024-2025
Gross Income	4367.05	5829.18
Profit Before Interest and Depreciation	1827.60	4078.00
Finance Charges	0	0
Gross Profit	1827.61	4078.00
Provision for Depreciation	10.30	14.50
Net Profit Before Tax	1817.31	4063.50
Provision for Tax	459.30	1061.19
Net Profit After Tax	1358.00	3002.31
Proposed Dividend	-	-
Transfer to Special Reserve (RBI)	271.60	600.46
Paid-up Share Capital	30920.00	30920.00
Reserves and Surplus	21860.73	20,502.73

FINANCIAL REVIEW

During the year under review, the total income of the Company was INR 43.67 lakhs as against INR 58.29 lakhs in the previous year. The Company was able to earn a profit after tax of INR lakhs 13.58 lakhs in the current financial year as against a profit of INR 30.02 lakhs in the previous year. Your directors are putting in their best efforts to improve the performance of the Company.

SHARE CAPITAL

During the year, there is increase in the authorised share capital of the Company from Rs. 5,25,00,000/- (Rupees Five Crores Twenty Five Lakh only) divided into 52,50,000 (Fifty Two Lakh Fifty Thousand) Equity Shares of face value of Rs. 10 (Rupees Ten only) each, to Rs. 10,00,00,000 (Rupees Ten Crores only) divided into 1,00,00,000 (One Crores) Equity Shares of face value of Rs. 10 (Rupees Ten only) each by creation of additional capital of 47,50,000 (Forty Seven Lakh Fifty Thousand) Equity Shares of face value of Rs. 10 (Rupees Ten only) each.

AUTHORIZED SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on March 31, 2026 is Rs, 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each.

ISSUED AND PAID-UP CAPITAL:

The Paid-up Share Capital, as on March 31, 2026 is Rs. 3,09,20,000/- divided into 30,92,000 Equity shares having face value of Rs. 10/- each fully paid.

During the year under review, the Company has not issued any shares with differential voting rights, neither granted any stock options nor sweat equity.

There is no scheme in the Company to finance any employee to purchase shares of the company.

TRANSFER TO RESERVES & SURPLUS

Your company has transferred an amount of Rs. 271,601/- (PY Rs. 600,463/-) for current year towards “Special Reserve Account “as required under the provisions of Section 29C of the NHB Act, 1987 read with Section 36 (1) (viii) of Income Tax Act, 1961 and the same has been shown under the head Special Reserve Account under Note No. 13 of Reserve and Surplus, as per the requirement under section 45-IC of the Reserve Bank of India Act, 1934. i.e. 20% of Profit after Tax

The net movement in the major reserves of the Company for the financial year 2025-2026 and the previous year are as follows:

		(Rs. in thousands)
Particulars	FY 2025-2026	FY 2024-2025
Securities Premium Account	Nil	Nil
Special Reserve (RBI)	4,339.292	4,067.691
Profit & Loss A/c (Cr.)	17,521.442	16,435.038
Total	21,860.734	20,502.729

DEPOSITS

During the financial year 2025-2026, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS

There are no other material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year i.e. March 31, 2026 and the date of this Directors’ Report i.e. August 24, 2026.

Below are the details of the Statutory Auditor and Internal Auditor of the Company:

STATUTORY AUDITOR	INTERNAL AUDITOR
M/s Shankarlal Jain & Associates LLP	Mr. Jaydeepsingh Negi
Chartered Accountants	A 313, Prabhat Chs Ltd, Shiv Vallabh Road,
12, Engineer Building, 265,	Shiv Vallabh Road, Dahisar East,
Princess Street, Mumbai - 400002	Mumbai - 400068

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the company; thus, no dividend is being recommended for this year.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

During the financial year 2025-2026, no entity became or ceased to be a subsidiary, joint venture or associate of the Company. Accordingly, a statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures in Form AOC-1 is not applicable.

Policy for determining material subsidiaries of the Company has been provided on the website www.asiacapital.in.

CHANGE IN THE NATURE OF BUSINESS

There has been no major change in the nature of business of your Company during the financial year 2025-2026. Further, since there is no subsidiary, joint venture and associate company, there is no question for mentioning change in the nature of business of such companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 of the Companies Act, 2013, all the independent directors are nonrotational. The details of the familiarization programs for Independent Directors are disclosed on the Company’s website - www.asiacapital.in.

DIRECTORS

The composition of the Board is in accordance with the provisions of the Act. Following are the directors on the Board of the Company:

Sr. No. Director’s Name	Designation
1. Mr. Santosh Suresh Choudhary	Managing Director
2. Mr. Sanjay Rajgarhia	Independent Director
3. Dr. (Mrs.) Dipti Singh	Independent Director
4. Mr. Devendrasingh Ramsingh Ramola	Director (Executive)
5. Mrs. Sangeeta Sudhir Kumar Trivedi	Director (Non- Executive, Non Independent)

None of the directors of the Company are disqualified as per the provisions of section 164(2) of the Act. The directors of the Company have made necessary disclosures, as required under various provisions of the Act.

Key Managerial Personnel (KMP)

In terms of Section 203 of the Companies Act, 2013, the following are appointed as Key Managerial Personnel of your Company by the Board: -

As on March 2026, the Company had following KMPs:

Sr. No. Director’s Name	Designation
1. Mr. Santosh Suresh Choudhary	Managing Director
2. Mr. Murari Thakur	Chief Financial Officer
3. Mr. Prateek Sharma	Company Secretary and Compliance Officer

The composition of the Board of Directors as on date is as follows:

Mr. Santosh Suresh Choudhary, Managing Director

Mr. Sanjay Rajgarhia, Independent Director

Dr. (Mrs.) Dipti Singh, Independent Director

Mr. Devendrasingh Ramola, Director (Executive)

Mrs. Sangeeta Sudhir Kumar Trivedi, Director (Non- Executive, Non Independent) Appointment/Re-Appointment/Regularisation:

Company vide its Board Meeting held on Dated 01^st August, 2025 Appointed Mr. Devendrasingh Ramsingh Ramola and Mrs. Sangeeta Sudhir Kumar Trivedi as an Aditional Director of the Company.

Company Vide its Annual General Meeting Held on 25^th August, 2025 regularized the appointment of Mr. Devendrasingh Ramsingh Ramola and Mrs. Sangeeta Sudhir Kumar Trivedi as Directors of the Company.

Resignation:

Mr. Nirav Laxmichand Mamniya (Independent Director DIN: 03584142) resigned w.e.f. 01^st May, 2025;

Mr. Manoj Kumar Jain (Director DIN: 00097821) resigned w.e.f. 30^th June, 2025.

DIRECTOR LIABLE TO RETIRE BY ROTATION

Mr. Devendrasingh Ramsingh Ramola, Director of the Company is liable to retire by rotation in this Annual General Meeting as per the Section 152 (6) of the Companies Act, 2013 and being eligible to offer himself for re-appointment. The Directors have recommended his re-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Management personnel of the Company and the Independent Directors as per Schedule-IV of the Companies Act, 2013 which is available on the Company’s website www.asiacapital.in. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Chairman of the Company has also confirmed and certified the same.

The certification as per Regulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed at the end of the Report on Corporate Governance.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of the number of Board of Directors of your Company are as below:

Meeting	No. of Meeting	Dates of Meeting
Board of Directors	Four (4)	01/2025-2026	May 29, 2025
		02/2025-2026	August 01, 2025
		03/2025-2026	November 06, 2025
		04/2025-2026	February 12, 2026

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company. The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its committees. Feedback was sought from the Directors about their views on the performance of the Board covering various criteria. Feedback was also taken from the Directors on their assessment of the performance of the other Directors. The Nomination and Remuneration Committee (NRC) then discussed the above feedback received from all the Directors. Based on the inputs received, the Chairperson of the NRC also made a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors regarding the Board’s performance as a whole, and of the Chairman. Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) was discussed by the Chairperson of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. The areas on which the Committees of the Board were assessed included the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The feedback was provided to the Directors, as appropriate. The significant highlights, learning and action points arising out of the evaluation were presented to the Board.

NOMINATION AND REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the Section 178 of the Companies Act, 2013 read with the rules mentioned there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The Policy includes criteria for determining positive attributes, qualifications, independence of a director, Board diversity, remuneration and other matters provided u/s 178 (3).

The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors, Key Managerial Personnel etc. and other matters is placed on the website of the Company.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

The Composition of the Committee of the Board of Directors of the Company as on 31^st March, 2026 is as below:

Audit Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director)

3. Mr. Santosh Choudhary-Member (Managing Director)

Nomination and Remuneration Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director)

3. Mrs. Sangeeta Sudhir Kumar Trivedi-Member (Non-Executive, Non-Independent Director)

Stakeholders Relationship Committee:

1. Mr. Sanjay Rajgarhia-Chairman (Independent Director)

2. Dr. (Mrs.) Dipti Singh-Member (Independent Director

3. Mr. Devendrasingh Ramsingh Ramola -Member (Executive Director)

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of the Audit Committee were accepted by the Board.

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

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under the Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as Annexure-I to this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under the Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in Annexure-II to this Report.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during the financial year with the related parties were on arm length’s basis and in the ordinary course of business of the Company.

The details of material contracts required to be disclosed pursuant to Section 134(3) (h) of the Companies Act, 2013 and rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed in Annexure- III.

In line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a policy on related party transactions as approved by the Board and the same is available on the website of the Company: www.asiacapital.in.

Further, details of Related Party Transactions as required to be disclosed by Ind AS - 24 on “Related Party Disclosures” specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Note 24 to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Being an NBFC, the disclosures regarding particulars of loans given, guarantees given and security provided is exempted under the provisions of Section 186(11) of the Act.

ANNUAL RETURN

Pursuant to the provisions of the Section 92 of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-7, is available on the website of the Company at https://www.asiacapital.in/annual-return.html.

STATUTORY AUDITORS AND THEIR REPORT

M/s Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai were appointed as statutory auditors of the Company for a period of 5 years i.e. from the conclusion of the 41^st Annual General Meeting till the conclusion of the 46^th Annual General Meeting of the Company.

The Auditor’s Report for the financial year 2025-2026, does not contain any qualification, observation or adverse remarks and accordingly, no comments are required by your Board of Directors on the same.

Further , no fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. Anand Khandelia, Practicing Company Secretaries (Peer Review No. 3985/2023) had undertaken a secretarial audit of the Company for the financial year 2025-2026. The Secretarial Audit Report provided by the Secretarial Auditors is annexed as Annexure- IV to this Report.

The Secretarial Auditor’s Report for the financial year 2025-2026, does not contain any qualification, observation or adverse remarks and accordingly, no comments are required by your Board of Directors on the same.

INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal controls. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

In terms of the Section 138 of the Companies Act, 2013, . The Internal Auditor monitors the compliance with the objective of providing to the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organization’s governance processes.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks proactively and efficiently. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain the impact and likelihood of the risks within the risk appetite as decided by the management.

There are no risks which in the opinion of the Board threaten the existence of the Company.

COST RECORDS AND COST AUDIT REPORT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Act is not applicable for the business activities carried out by the Company.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents fairly and transparently by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to the Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. A copy of the vigil mechanism policy is uploaded on the website of the company: www.asiacapital.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report are annexed as Annexure-V to this Report.

CORPORATE GOVERNANCE

Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of Sub Regulation (2) of Regulation 46 and Para C, D and E Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 relating to Corporate Governance are not applicable to the Company as the Company’s paid -up equity share capital did not exceed Rs. 10 Crores and net worth Rs. 25 Crores as on the last day of the previous financial year ended March 31, 2026.

However, as a matter of good governance, the Company has prepared Corporate Governance Report and annexed the same to the Directors Report.

Further: -

1. Report on Corporate Governance

2. Certificate on compliance of conditions of corporate governance as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and

3. Certificate of Non-Disqualification of Directors (pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) is annexed as Annexure-VI to this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of a promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of a promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the following policies as per the SEBI (Prohibition of Insider Trading) Regulation, 2015 and amendment thereto and the same can be accessed on the company’s website- www. asiacapital.in.

Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information

Code of Conduct for Prevention of Insider Trading

CORPORATE SOCIAL RESPONSIBILITY

Provisions of the Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of following items as there were no transactions and also the Company is not falling under the eligibility criteria prescribed by the following sections and rules made thereunder during the year under review:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

2. The 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in the future.

DISCLOSURES REQUIRED UNDER THE NON-SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL (NON-DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIAL NORMS (RESERVE BANK) DIRECTIONS, 2015

There was no auction conducted by the Company during the financial year 2025-2026 in respect of defaulters in any loan accounts.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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 your Company as at March 31, 2026 and of the profit and loss of the Company for the financial year ended March 31, 2026;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a ‘going concern’ basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited under script code 538777. The listing fee for the financial year 2025-2026 has been paid to BSE Limited.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

AFFIRMATION ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Board of Directors of the Company has affirmed compliance with Secretarial Standards I & II issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

The directors wish to thank the company’s customers, vehicle manufacturers, vehicle dealers, channel partners, banks, mutual funds, rating agencies and shareholders for their continued support.

The Board of Directors also places on record its sincere appreciation of the commitment and hard work put in by the Management and the employees of the Company.

	By the order of the Board
	For Asia Capital Limited
	Sd/-
	Santosh Suresh Choudhary
Date: 24/08/2026	Managing Director
Place: Mumbai	DIN: 05245122