2. FINANCIAL PERFORMANCE AND THE
STATE OF COMPANY'S 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
Company's long-term growth trajectory and
operational expansion. These measures reinforce
your Company's commitment to evolving as a
diversified, integrated financial services entity
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 ("AC CL" 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 g 10 each, at par,
for an aggregate consideration of g 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 g 10 each at an
issue price of g 118 per Equity Share/Warrant
(including a premium of g 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 g 10 each at an issue price of
g 306 per Equity Share/Warrant (including a
premium of g 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.

♦ The Board, at its meeting held on 12th November,
2024, approved the issue of 18,00,000 fully
paid-up Equity Convertible Warrants at a face
value of g 10 each at an issue price of g 609
per Warrant (including a premium of g 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
g 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

I n FY 2024-25, on a sta nd a lone ba sis, your
Company recorded Revenue from Operations
of g 429.03 lakhs as against g 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 g 5,141.89 lakhs in FY 2024-25,
as compared to a Profit After Tax of g 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 g 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 t 70,00,00,000,
divided into 7,00,00,000 Equity Shares of t 10 each.

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

♦ Increase from t 20,25,00,000, divided into

2,02,50,000 Equity Shares, to t 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 t 35,00,00,000, divided
into 3,50,00,000 Equity Shares, to t 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
t 33,11,39,740, divided into 3,31,13,974 Equity Shares
of t 10 each, and the paid-up share capital stood
at t 33,10,78,000, divided into 3,31,07,800 Equity
Shares of t 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 t 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 t 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 t 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 t 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 t 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 t 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 re¬
appointment 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

I n 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 resume/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 Company's 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 Company's 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
Company's website, which can be accessed at
https://assets.ashikagroup.com/Familiarisation-
Programme-2024-2025.pdf.

KEY MANGERIAL PERSONNEL

I n 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.f
1 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
Board's 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 g 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 Company's 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 Company's website at https://assets.
ashikagroup.com/Policy-for-determining-
Material-Subsidiary.pdf.

I n 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.

I n 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.

I n 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 Company's business
activities. The Company carries out its Corporate

Social Responsibility initiatives not just in letter
but also in spirit.

I n 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 Company's 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
Company's CSR activities.

During FY 2024-25, the Company spent t 25.25
lakhs on Corporate Social Responsibility (CSR)
activities, as against the obligatory amount of
t 17.43 lakhs. The CSR initiatives were implemented
through Ashika Foundation, a registered trust. The
CSR contributions made are in compliance with
the Company's CSR Policy, read with Schedule VII,
and as per the Annual Action Plan for FY 2024-25.

The aforesaid amount of t 17.43 lakhs paid
towards CSR contribution is being adjusted
with the excess amount of t 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. t 7 lakhs, will be adjusted
against succeeding years, as applicable.

Accordingly, the amount of t 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 t 32.25 lakhs
(t 7 lakhs t 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 Board's 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 COMPANY'S
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 Company's
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 conduct of its business, including
adherence to your Company's 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 disclosures.

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 Board's 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 Company's 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
arm's length basis and in the ordinary course of
business; the particulars of such transactions are
disclosed in the notes to the financial statements.

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.

All the Related Party Transactions entered into
during the year were on an arm's 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 Company's
compliance requirements in respect of Corporate
Governance, in terms of Regulation 34 of the
Listing Regulations; their Compliance Certificate is
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 affirms that the Company
has duly complied with the applicable Secretarial
Standards (ss) relating to Meetings of the Board
(SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India which
have mandatory application during the year
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 sub¬
section (3) of section 134 of Companies Act 2013
that-

a) I n 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