Ashika Credit Capital Board Approves FY26 Audited Results, Recommends Dividend, and Announces Key Corporate Developments

Ashika Credit Capital Limited's Board of Directors held a meeting on Sunday, May 17, 2026, approving a comprehensive set of corporate actions including the audited financial results for the quarter and financial year ended March 31, 2026, a final dividend recommendation, a change in statutory auditors, and a proposed acquisition. The board meeting commenced at 11:50 A.M. and concluded at 07:00 P.M.

Audited Financial Results and Dividend Recommendation

Based on the recommendation of the Audit Committee, the board approved and adopted the audited standalone and consolidated financial results, including the Statement of Assets and Liabilities and Cash Flow Statement, for the quarter and financial year ended March 31, 2026. The statutory auditors, M/s. DHC & Co., Chartered Accountants, issued an Unmodified Opinion Report on the aforesaid results. The audited financial results will also be published in newspapers as per the format prescribed under the Listing Regulations.

The board also recommended a final dividend for the financial year ended March 31, 2026, details of which are as follows:

Parameter: Details Dividend per Share: Re. 0.50 Paise Face Value per Share: Rs. 10/- Dividend Rate: 5% Subject to: Shareholder approval at ensuing AGM Record Date: To be intimated in due course

The dividend payout is subject to the approval of shareholders at the ensuing Annual General Meeting within the stipulated timelines.

Change in Statutory Auditors

A significant development at the board meeting was the change in statutory auditors. Ashika Credit Capital Limited crossed the requisite threshold limit of Total Asset Size as on March 31, 2026, rendering the existing statutory auditors, M/s. DHC & Co., Chartered Accountants (FRN: 103525W), ineligible to continue under RBI Guidelines (Circular No. RBI/2021-22/25 dated April 27, 2021). M/s. DHC & Co. tendered their resignation effective May 17, 2026, after signing the financial statements and audit reports for the year ended March 31, 2026. No concerns were raised by the resigning auditor with respect to the management of the company.

The board, pursuant to the Audit Committee's recommendation, approved the appointment of M/s. J K V S & Co., Chartered Accountants, as the new statutory auditors, subject to shareholder approval. Key details of the appointment are summarised below:

Parameter: Details Incoming Auditor: M/s. J K V S & Co., Chartered Accountants Firm Registration Number: 318086E Effective Date (Casual Vacancy): May 18, 2026 Term (Casual Vacancy): Until conclusion of next AGM in 2026 Proposed Full Term: 3 years — from conclusion of 33rd AGM (2026) to conclusion of 36th AGM (2029) Approval Route: Postal Ballot and ensuing AGM

M/s. J K V S & Co. has been offering services including Audit and Assurance, Risk Advisory, Consulting, Taxation, Corporate Finance, and Management Services for over three decades since its establishment in 1987. The firm operates from Kolkata, Delhi, and Mumbai.

Key Corporate Developments

The board also took note of and approved several other significant corporate matters:

Material Subsidiary Designation: Ashika Stock Services Limited, a wholly-owned subsidiary of the company pursuant to the sanctioned Composite Scheme of Amalgamation, has been designated as a Material Subsidiary of the company with effect from May 17, 2026.

Mutual Fund Sponsorship Transfer: The board confirmed the proposal to transfer the in-principle approval for sponsorship of the proposed Mutual Fund to Ashika Stock Services Limited (ASSL), subject to SEBI approval, for better alignment of business and operational structure.

Cessation of Ashika Global Custodial Services Pvt. Ltd. (AGCSPL): The company decided not to proceed with the infusion of initial subscription of ₹80 crores in AGCSPL. Accordingly, AGCSPL has ceased to be a subsidiary of the company with immediate effect. The company stated this development has no material adverse impact on its operations.

Statement of Deviation or Variation: The board took on record the Statement of Deviation or Variation for the quarter ended March 31, 2026, pursuant to Regulation 32 of the Listing Regulations. No deviation was reported against the issue proceeds.

Proposed Acquisition of Ashika Capital Limited

The board approved the proposed acquisition of equity shares of Ashika Capital Limited (ACL) to make it a wholly owned subsidiary. Pursuant to the Composite Scheme of Amalgamation effective from May 15, 2026, equity shares of ACL equivalent to 19.85% held by erstwhile Ashika Global Securities Pvt. Ltd. (AGSPL) have been transferred to Ashika Credit Capital Limited. Key details of the proposed acquisition are as follows:

Parameter: Details Target Entity: Ashika Capital Limited (ACL) Industry: Finance Industry (Investment Banking Activities) Paid-Up Share Capital: Rs. 1,31,00,000/-, divided into 13,10,000 equity shares of Rs. 10/- each Turnover (2025): Rs. 14.97 Crores Turnover (2024): Rs. 21.41 Crores Turnover (2023): Rs. 7.60 Crores Current Holding (post-amalgamation): 19.85% Target Holding Post-Acquisition: 100% (Wholly Owned Subsidiary) Consideration Mode: Cash Maximum Acquisition Cost: Not exceeding Rs. 22 Crore Expected Completion: By September 30, 2026 Date of Incorporation of ACL: April 12, 2000, India

ACL is a SEBI-registered Category I Merchant Banker (Registration No. INM000010536) and has advised companies on fundraising mandates of over USD 500 million. The transaction involves related parties, as Mr. Pawan Jain, Mr. Daulat Jain, and Mr. Chirag Jain, Directors of ACL, are also promoters/Directors of Ashika Credit Capital Limited. The acquisition is being undertaken on an arm's length basis, and no governmental or regulatory approvals are required for the transaction.

Ashika Credit Capital Limited has announced that the Composite Scheme of Amalgamation has become legally effective on May 15, 2026, following the filing of the certified true copy of the NCLT order with the Registrar of Companies, Kolkata in Form INC-28. This filing was made in compliance with Section 232(5) of the Companies Act, 2013, read with Rule 25(7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The development was communicated to BSE Ltd. by the Company Secretary and Compliance Officer, Anju Mundhra, on May 15, 2026. The Merger & Acquisition Committee of Ashika Credit Capital Limited and the Boards of Directors of the transferor and amalgamating companies have acknowledged the filing in their respective meetings.

Structure of the Composite Scheme of Amalgamation

The Composite Scheme of Amalgamation involves a sequential two-step merger process among three entities within the Ashika group. The scheme consolidates the group's corporate structure through the following arrangement:

Parameter: Details Transferor Company: Ashika Commodities & Derivatives Private Limited (ACDPL) Amalgamating / Transferee Company: Ashika Global Securities Private Limited (AGSPL) Amalgamated Company: Ashika Credit Capital Limited (ACCL) Relationship: ACDPL is a Wholly Owned Subsidiary of AGSPL Appointed Date: April 1, 2025 NCLT Order Date: May 8, 2026 NCLT Order Copy Uploaded: May 12, 2026 Effective Date: May 15, 2026 Record Date: May 27, 2026 Sanctioning Authority: Hon'ble NCLT, Kolkata Bench Post-Merger Name Change: Ashika Credit Capital Limited to be renamed Ashika Global Securities Limited

In the first step, Ashika Commodities & Derivatives Private Limited, a Wholly Owned Subsidiary of Ashika Global Securities Private Limited, amalgamated with and into Ashika Global Securities Private Limited. Subsequently, Ashika Global Securities Private Limited amalgamated with and into Ashika Credit Capital Limited, making Ashika Credit Capital Limited the final amalgamated entity. Both the Transferor Company and the Transferee/Amalgamating Company stand dissolved without winding up and cease to exist as separate legal entities from the Effective Date. Upon the scheme becoming effective, the name of Ashika Credit Capital Limited shall be changed to Ashika Global Securities Limited in accordance with Section 13 of the Companies Act, 2013, subject to name availability with the Ministry of Corporate Affairs and completion of other procedural requirements.

Share Allotment and Record Date

The Merger & Acquisition Committee has fixed May 27, 2026 as the Record Date for determining the equity shareholders of Ashika Global Securities Private Limited who shall be entitled to receive fully paid-up equity shares of Ashika Credit Capital Limited. In terms of Clause No. 20.1 of Part III of the Composite Scheme of Amalgamation, the Amalgamated Company shall issue and allot 4,03,52,586 fully paid-up equity shares of face value of Rs. 10/- each to those shareholders of the Transferee/Amalgamating Company whose names appear in the Register of Members on the Record Date. The share exchange ratio and related details are as follows:

Parameter: Details Swap Ratio (AGSPL to ACCL): 6,726 equity shares of face value INR 10/- each fully paid-up of ACCL for every 10,000 equity shares of face value INR 10/- each fully paid-up held in AGSPL Total Shares to be Allotted: 4,03,52,586 fully paid-up equity shares of face value Rs. 10/- each Allotment for ACDPL Shareholders: No allotment; all equity shares of ACDPL held by AGSPL and its nominees stand cancelled and extinguished Listing of New Shares: BSE Limited, ranking pari-passu with existing equity shares Cancellation of Cross Holding: 1,13,51,990 equity shares of face value Rs. 10/- each of ACCL held by AGSPL and ACDPL (representing 25.38% of paid-up share capital) stand cancelled entirely

The Valuation Report recommending the swap ratio was prepared by CA Vidhi Chandak, an IBBI Registered Valuer, and dated November 12, 2024.

Increase in Authorised Capital

Upon the effectiveness of the scheme, the entire Authorised Share Capital of the Transferor Company and the Transferee/Amalgamating Company stands transferred to the Authorised Share Capital of the Amalgamated Company. Consequently, the Capital Clause of the Memorandum of Association of Ashika Credit Capital Limited stands altered. The revised Authorised Share Capital is as follows:

Parameter: Details Revised Authorised Share Capital: Rs. 141,40,00,000 (Rupees One Hundred Forty One Crore Forty Lakhs) Number of Equity Shares: 14,14,00,000 (Fourteen Crore Fourteen Lakhs) Equity Shares of INR 10/- each

Regulatory Approvals and Compliance

The scheme received all requisite regulatory clearances prior to the NCLT's final sanction. The Reserve Bank of India (RBI) granted its No Objection to the proposed Composite Scheme of Amalgamation and subsequently extended the validity of its No Objection till March 17, 2026. BSE Limited issued its 'No adverse observations' on the proposed scheme vide letter No. DCS/AMAL/NB/R37/3758/2025-26 dated August 22, 2025. Both Ashika Credit Capital Limited and Ashika Global Securities Private Limited are Non-Banking Finance Companies (NBFCs) duly registered with the Reserve Bank of India.

Regulatory Authority: Status Reserve Bank of India: No Objection granted; validity extended till March 17, 2026 BSE Limited: No adverse observations issued vide letter dated August 22, 2025 Official Liquidator, Calcutta High Court: No complaint received; affairs not conducted prejudicially Registrar of Companies, West Bengal: No complaint or representation received; financials up to date Income Tax Department: No observations filed pursuant to notices served

Subsidiaries of Ashika Credit Capital Limited Post-Merger

Consequent to the Composite Scheme of Amalgamation becoming effective, all subsidiaries including step-down subsidiaries of Ashika Global Securities Private Limited subsisting as on the Effective Date have become subsidiaries of Ashika Credit Capital Limited. These entities shall be considered subsidiaries of Ashika Credit Capital Limited with effect from the Appointed Date, i.e., April 1, 2025, for the purpose of financial integration, and consolidated financial statements shall be prepared accordingly. The following companies are subsidiaries of Ashika Credit Capital Limited as on the date of disclosure:

Sl. No.: Name of Company: Status: 1 Ashika Stock Services Limited (formerly, Ashika Stock Broking Limited) Wholly Owned Subsidiary 2 Ashika Investment Managers Private Limited Wholly Owned Subsidiary 3 Ashika Business Private Limited Wholly Owned Subsidiary 4 Ashika Global Family Office Services Private Limited Wholly Owned Subsidiary 5 Ashika Global Custodial Services Private Limited Wholly Owned Subsidiary 6 Ashika Global Wealth Services Private Limited Wholly Owned Subsidiary 7 Ashika Global Insurance Advisors Private Limited Wholly Owned Subsidiary 8 Ashika Private Equity Advisors Private Limited (formerly Ashika Entercon Private Limited) Subsidiary 9 Ashika Stock Broking IFSC Private Limited (Wholly Owned subsidiary of Ashika Stock Services Limited) Step Down Wholly Owned Subsidiary

Additionally, Ashika Credit Capital Limited has become the Sponsor of Schemes under Ashika Alternative Investment (registered with SEBI as Category III-AIF) and Ashika Alternative Asset (registered with SEBI as Category II-AIF), in which erstwhile Ashika Global Securities Private Limited was a sponsor. The employees of the Transferor Company and the Amalgamating Company will be employees of Ashika Credit Capital Limited, with the appointment or designation of any such employees as Key Managerial Personnel or Senior Management Personnel being subject to approval of the appropriate Committee or the Board in due course.

Rationale for the Amalgamation

The scheme aims to consolidate the businesses of the companies, facilitating the realisation of their full potential. The key objectives cited include business synergy through the combination of the NBFCs' investing and financing activities, creation of a larger unified entity with optimal utilisation of capital, reduction of administrative and managerial overheads, improved financial strength and profitability through combined operations, pooling of knowledge and expertise, and unification of legal and regulatory compliance obligations currently required across all three entities.

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