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Ashika Credit Capital Ltd. — Proxy Solicitation & Information Statement 2026
May 27, 2026
59437_rns_2026-05-27_e9b4841d-03b9-4f01-8bd9-75290b8b68b5.pdf
Proxy Solicitation & Information Statement
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ashika
Ashika Credit Capital Ltd.
CIN:L67120WBI994PLC062159
27th May, 2026
To
General Manager
Department of Corporate Service
BSE Ltd
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai - 400001
Scrip Code: 543766
Respected Sir,
Sub: Postal Ballot Notice of Ashika Credit Capital Ltd
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") as amended from time to time, we attach herewith a copy of the Postal Ballot Notice along with the Explanatory Statement ("Notice") dated 17th May, 2026, of Ashika Credit Capital Limited ("the Company"), for seeking approval of the Members of the Company on the Ordinary and Special Resolutions forming part of the Notice.
In compliance with the MCA Circulars, this Notice has been sent only through electronic mode to those members whose names appear on the register of members/ register of beneficial owners as on Friday, 22nd May, 2026 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company/ Registrar and Transfer Agent/ Depository Participants. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot and accordingly, the Members are required to communicate their assent or dissent through remote e-voting system only.
The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its members. The remote e-voting will commence from 9.00 a.m. IST on Sunday, 31st May, 2026 and shall end on 5.00 p.m. IST on Monday, 29th June, 2026. The results of the postal ballot will be announced within 2 working days from the conclusion of the remote e-voting i.e., on or before Wednesday, 1st July, 2026.
This Postal Ballot Notice will also be available on the Company's website at www.ashikagroup.com at https://assets.ashikagroup.com/notice-of-postal-ballot-dated-17.05.2026.pdf, websites of the Stock Exchanges, i.e., BSE Limited at www.bseindia.com, and on the website of NSDL at www.evoting.nsdl.com
This is for your information and record.
Thanking you,
for, Ashika Credit Capital Limited
Anju Mundhra
Digitally signed by Anju Mundhra
Date: 2026.05.27 16:54:14 +05'30"
(Anju Mundhra)
Company Secretary
FCS: 6686
Encl: As above
Registered Office: Trinity, 226/1, A.J.C. Boss Road, 7th Floor, Kolkata 20 | T: +91 33 4010 2500 | [email protected]
Group Corporate Office: Altimus, Level 35, Dr. G. M. Bhosle Marg, Worli, Mumbai 18 | T: +91 22 8372 0000
: 1008, Raheja Centre, 10th Floor, 214, Nariman Point, Mumbai 21 | T: +91 22 6611 1700 | [email protected]
www.ashikagroup.com
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ashika
ASHIKA CREDIT CAPITAL LIMITED
CIN: L67120WB1994PLC062159
Registered Office: Trinity, 226/1 A.J.C. Bose Road, 7th Floor,
Kolkata - 700020 Tel: +91 33 4010 2500 Fax: +91 33 4010 2543
Corporate Office: Altimus, Level 35, Dr. G.M. Bhosale Marg, Worli,
Mumbai- 400018 Tel: +91 22 6372 0000
[email protected] Website: www.ashikagroup.com
POSTAL BALLOT NOTICE
To,
The Shareholders
ASHIKA CREDIT CAPITAL LIMITED
NOTICE is hereby given that pursuant to the provisions of Sections 110 and Section 108 of the Companies Act, 2013 ('the Act') and the Companies (Management and Administration) Rules, 2014, read with Circulars issued by the Ministry of Corporate Affairs ('MCA') Nos. 14/ 2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 03/2022 dated May 5, 2022, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025, (collectively referred to as 'MCA Circulars'), the Secretarial Standards - 2 on General Meetings issued by the Institute of Company Secretaries of India ('SS-2'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations') and other applicable provisions of the Acts, Rules, Regulations, Circulars and notifications (including any statutory modifications or re-enactment(s) thereof for the time being in force and as amended from time to time), the resolutions set out hereunder are proposed for approval of the members of Ashika Credit Capital Limited ("the 'Company') by means of Postal Ballot by voting through electronic means ('remote e-voting').
| Sl. No. | Type of resolution | Particulars |
|---|---|---|
| 1 | Ordinary Resolution | To approve the appointment of M/s. J K V S & Co, Chartered Accountants (Firm Registration Number: 318086E), as the Statutory Auditors of the Company to fill the Casual vacancy caused by resignation (being ineligible as per RBI criteria) of M/s. DHC & Co., Chartered Accountants |
| 2 | Special Resolution | To Authorize the Borrowing of Money under Section 180(1)(C) of Companies Act, 2013 |
| 3 | Special Resolution | To consider and approve creation of Pledge/ Charge/ Mortgage/ Hypothecation/ Assignment on the Assets of the Company and/or extending guarantees as per the provisions of Section 180(1)(a) of the Companies Act, 2013 and Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 |
| 4 | Special Resolution | To Consider and approve limits under Section 185 of the Companies Act, 2013 |
| 5 | Ordinary Resolution | To make donation/contribution pursuant to Section 181 of the Companies Act 2013 |
| 6 | Ordinary Resolution | Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and Ashika Private Equity Advisors Pvt Ltd, Subsidiary of the company |
| 7 | Ordinary Resolution | Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and Promoter group(s) of the company |
| 8 | Ordinary Resolution | Approval for Material Related Party Transaction of Ashika Credit Capital Ltd ("company") with Promoter directors of the Company |
| 9 | Ordinary Resolution | Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and FS Ashika Ventures IFSC Private Limited, a related party of the Company |
| 10 | Ordinary Resolution | Approval for Material Related Party Transaction of Ashika Credit Capital Ltd ("company") with Ashika Private Equity Trust, a Related Party of the company |
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| Sl. No. | Type of resolution | Particulars |
|---|---|---|
| 11 | Ordinary Resolution | Approval for Material Related Party Transaction with Trust, registered as Category II and/or Category III Alternative Investment Fund, a Related Party of the Company |
| 12 | Ordinary Resolution | Approval for Material Related party transaction between Ashika Stock Services Ltd, Wholly owned Subsidiary of Ashika Credit Capital Limited and Related Parties of Ashika Credit Capital Limited and its subsidiaries |
| 13 | Ordinary Resolution | Approval for Material Related Party Transactions between the Subsidiaries (including Wholly Owned Subsidiary) of Ashika Credit Capital Limited viz,Ashika Business Pvt Ltd, Ashika Investment Managers Pvt Ltd, Ashika Global Family Office Services Pvt Ltd, Ashika Private Equity Advisors Pvt Ltd and Ashika Global Finance Pvt Ltd, Promoter Group/Related Party of Ashika Credit Capital Limited and its subsidiaries |
In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice along with Explanatory Statement ("Notice") and remote e-voting instructions only by email to its Members who have registered their email address with the Company/ Registrar and share transfer agent ("RTA") or depository participants ("DP") as on 22nd May, 2026 ("the cutoff date"). If your email address is not registered with the Company/ RTA/ DP, please follow the process provided in Note No. 4 of the Notes to this Notice. The communication of assent/ dissent of the Members on the resolution(s) proposed in the Notice will only take place through the remote e-voting system. Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.
Detailed explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution(s) setting out the material facts and reasons thereof, are appended to this Notice.
Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Ms. Sneha Khaitan Jalan (CP No. 14929), Partner at M/s. M R & Associates, Practicing Company Secretaries, as the Scrutinizer(s) to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.
The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e-voting facility to its members. Detailed instructions and other information relating to remote e-voting are provided in Note No. 12 of the Notes to this Notice.
The e-voting facility will be available during the following period:
| Commencement of e-voting period | 9.00 a.m. IST on Sunday, 31st May, 2026 |
|---|---|
| Conclusion of e-voting period | 5.00 p.m. IST on Monday, 29th June, 2026 |
| Cut-off date for eligibility to vote | Friday, 22nd May, 2026 |
The e-voting facility will be disabled by NSDL immediately after 5.00 p.m. IST on Monday, 29th June, 2026, and will be disallowed thereafter.
The voting results along with the Scrutinizer's Report will be submitted to the Stock Exchanges, where the equity shares of the Company are listed. The same will also be uploaded on the Company's website www.ashikagroup.com, and on the website of NSDL at www.evoting.nsdl.com.
Special Businesses:
Item No.1- To approve the appointment of M/s. J K V S & Co, Chartered Accountants (Firm Registration Number: 318086E), as the Statutory Auditors of the Company to fill the Casual Vacancy caused by resignation (being ineligible as per RBI criteria) of M/s. DHC & Co., Chartered Accountants
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 139(8), 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder, including any statutory modification or re-enactment thereof and in accordance with the applicable guidelines and circulars issued by the Reserve Bank of India, including the RBI Circular dated April 27, 2021 and the Master Direction – Non-Banking Financial Company – Scale Based Regulation Directions, 2023, and in accordance with the provisions stipulated by SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, pursuant to the recommendations made by Audit Committee and the Board of Directors of the Company at their respective
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meetings, approval of the Members of the Company be and is hereby accorded for appointment of M/s. J K V S & Co, Chartered Accountants (Firm Registration Number: 318086E), having Office at Edcons Court, 2nd Floor, 7/1B Hazra Road, Kolkata 700026, having a valid Peer Review Certificate issued by the Peer Review Board of ICAI, as the Statutory Auditors of the Company to fill casual vacancy caused due to resignation (being ineligible as per RBI criteria) of M/s. DHC & Co., Chartered Accountants, (Firm Registration No. 103525W), to hold office as the Statutory Auditors of the Company from 18th May, 2026 till the conclusion of the next Annual General Meeting of the Company to be held in the year 2026, at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and recommended by the Audit Committee and approved by the Board, based on the scope of audit, complexity of the Company's operations, time and resources required and industry standards and norms in accordance with the provisions of Companies Act, 2013 and RBI Regulations, as applicable."
"RESOLVED FURTHER THAT the Board of Directors [hereinafter to be referred to as "the Board" which term shall be deemed to include any committee(s) constituted/to be constituted by the Board of Directors to exercise its powers including the powers vested and conferred by this Resolution]of the Company shall be at full liberty to revise/alter/modify/amend the terms and conditions of the said appointment and/or remuneration, from time to time, in the manner and to the extent it deems appropriate, provided that such revision or modification is in accordance with the provisions of section 142 and other applicable provisions of the Companies Act, 2013, the rules made thereunder, and any guidelines prescribed by the Ministry of Corporate Affairs or other competent authority if any, and as may be mutually agreed between the Board of Directors and M/s. J K V S & Co, Chartered Accountants."
"RESOLVED FURTHER THAT the Board of the Company be and is hereby authorized to do all such acts, deeds and things, to enter into such agreement(s) including any amendment(s) thereof or any such document(s), as the Board may, in its absolute discretion, consider necessary, expedient or desirable in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit."
Item No. 2- To Authorize the Borrowing of Money under Section 180(1)(C) of Companies Act, 2013:
To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
"RESOLVED THAT in supersession of the resolution passed earlier at the Annual General Meeting, and pursuant to the provisions of Section 180(1)(c) and other applicable provisions of the Companies Act, 2013, read with the rules framed thereunder, including any statutory modification or reenactment thereof, in accordance with the Articles of Association of the Company and pursuant to the approval of Board of Directors, the consent of the Members be and is hereby accorded to empower the Board of Directors [hereinafter to be referred to as "the Board" which term shall be deemed to include any committee(s) constituted/to be constituted by the Board of Directors to exercise its powers including the powers vested and conferred by this Resolution] to borrow from time to time such sum or sums of money as they may deem necessary for the purpose of the business of the Company, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from cash credit arrangement, discounting of bills and other temporary loans obtained from company's bankers in the ordinary course of business) and remaining outstanding at any point of time will exceed the aggregate of the paid-up share capital of the Company, its' free reserves that is to say, reserves not set apart for any specific purpose and securities premium, provided that the total amount up to which monies may be borrowed by the Board of Directors and which shall remain outstanding at any given point of time shall not exceed the sum of ₹ 2500 Crores (Rupees Two Thousand Five Hundred Crores only)."
"RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to arrange or settle the terms and conditions on which such monies are to be borrowed from time to time as to interest, repayment, security or otherwise as it may think fit."
"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of the Company be and is hereby authorised to do all such acts, deeds, matters and things and give such directions as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any Committee of Directors or any other Officer(s) of the Company."
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Item No. 3- To consider and approve creation of Pledge/ Charge/ Mortgage/ Hypothecation/ Assignment on the Assets of the Company and/or extending guarantees as per the provisions of Section 180(1)(a) of the Companies Act, 2013 and Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the "Act"), and relevant rules made thereto and Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") including any statutory modification or reenactment thereof, in accordance with the Articles of Association of the Company and pursuant to the approval of Board of Directors, the consent of the Members be and is hereby accorded to empower the Board of Directors [hereinafter to be referred to as "the Board" which term shall be deemed to include any committee(s) constituted/to be constituted by the Board of Directors to exercise its powers including the powers vested and conferred by this Resolution] to create pledge, mortgage, hypothecate and/or charge (by way of first, second or other subservient charge), in addition to the existing pledge, mortgages, charges and hypothecation created by the Company, on all or any movable or immovable, or tangible or intangible properties or investments of the Company, both present and future, pertaining to any one or more of the Company's units and/orthe whole or part of any other undertaking of the Company where so ever situate (hereinafter collectively referred to as the "Undertaking"), and/or extend any guarantee to or in favour of any Financial Institutions/ Banks/ Security Trustees or other lending Institutions or Funds or overseas lenders, to secure their respective Rupee/ Foreign Currency Loans and/ or the issues of debentures, bonds or other financial Instruments or any other financial assistance extended or as may be extended (hereinafter collectively referred to as the "Borrowing") by them to the Company and/or its subsidiaries/ associate companies/ joint venture companies and/or any other person or body corporate as the Board may deem fit, from time to time, provided that the total amount of borrowings and/or guarantees together with/ excluding interest thereon at the respective agreed rates, compound or additional interest, premium on pre-payment or on redemption, charges, costs, expenses and all other monies payable by the Company and/or its subsidiaries/ associate companies/ joint venture companies and/or any other person or body corporate as the Board may deem fit to the aforesaid parties or any of them under the agreements entered into/ to be entered into by the Company and/or its subsidiaries (including Material Subsidiaries as per SEBI LODR)/ associate companies/ joint venture companies and/or any other person or body corporate) as the Board may deem fit in respect of the said Borrowings, shall not exceed ₹ 2500 Crore (Rupees Two thousand Five Hundred Crores) in the aggregate at any given point of time."
"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to finalize, settle and execute such documents/deeds/writings/ papers/agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to mortgage/hypothecate/charge/pledge/lien as aforesaid."
Item No. 4- To Consider and approve limits under Section 185 of the Companies Act, 2013:
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the "Act"), including any statutory modification or reenactment thereof, in accordance with the Articles of Association of the Company and pursuant to the approval of Board of Directors, the consent of the Members be and is hereby accorded to empower the Board of Directors [hereinafter to be referred to as "the Board" which term shall be deemed to include any committee(s) constituted/to be constituted by the Board of Directors to exercise its powers including the powers vested and conferred by this Resolution] to advance any loan(s) and/or to give any guarantee(s) and/or to provide any security(ies) in connection with any Financial Assistance/Loan taken/to be taken/availed/to be availed by any entity which is a Subsidiary, Associate, Joint Venture or such other entity/person as specified under Section 185 of the Companies Act, 2013, in which any Director of the Company is or will be deemed to be interested, from time to time, provided that the aggregate limit of advancing loan and/or giving guarantee and/or providing any security to the Entities shall not at any time exceed ₹ 3000 Crores (Rupees Three Thousand Crores only) in the aggregate at any given point of time and such loan(s) shall be utilised by borrowing entity(ies) for its/their Principal Business activities."
"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of the Company be and is hereby authorised to do all such acts, deeds, matters and things and give such directions as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that
POSTAL BALLOT NOTICE
may arise in this regard and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any Committee of Directors or any other Officer(s) of the Company."
Item No. 5- To make donation/contribution pursuant to Section 181 of the Companies Act 2013:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 181 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the "Act"), including any statutory modification or reenactment thereof, and pursuant to the approval of Board of Directors, the consent of the Members be and is hereby accorded to empower the Board of Directors [hereinafter to be referred to as "the Board" which term shall be deemed to include any committee(s) constituted/to be constituted by the Board of Directors to exercise its powers including the powers vested and conferred by this Resolution]to contribute, donate, subscribe or otherwise provide assistance from time to time to any charitable, public, social, benevolent or general fund, society, association, institution, trust, organization, not directly relating to the business of the Company or the welfare of its employee, for taking up of any programme, activities of social, cultural, educational, sports, economic, rural development of people at large and/ or incur any other expenditure on their behalf, upto an amount not exceeding to ₹ 10,00,00,000/- (Rupees Ten Crore only) in any financial year, notwithstanding the fact that said amount may exceed 5% of the Company's average net profits as determined in accordance with the provisions of the Companies Act, 2013 during the three years immediately preceding the current Financial Year."
"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of the Company be and is hereby authorised to do all such acts, deeds, matters and things and give such directions as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and also to delegate to the extent permitted by law, all or any of the powers herein conferred to any Committee of Directors or any other Officer(s) of the Company."
Item No. 6- Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and Ashika Private Equity Advisors Pvt Ltd, Subsidiary of the company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the section 2(76) and other applicable provisions, if any, of the Companies Act, 2013 (Act) read with the rules framed thereunder {including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any}, Reserve Bank of India (Non-Banking Financial Companies - Credit Risk Management) - Amendment Directions, 2025 and amendments thereon and in terms of Regulation 2(1) (zc), 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee therefor person(s) authorized by the Board), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for entering into related party transaction(s) and/ or carrying out and/ or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise {whether individually or series of transaction(s) taken together or otherwise}, as per details mentioned in the explanatory statement to this resolution, with Ashika Private Equity Advisors Pvt Ltd, subsidiary, a related party of the Company, on such material terms and conditions as may be mutually agreed upon and notwithstanding the fact that the aggregate value of such contracts/ arrangements/ transactions, may exceed the prescribed thresholds as per provisions of the Listing Regulations as applicable from time to time, for each Financial year upto a period of 3 financial years from FY 2026-2027 onwards, however the said contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business.
"RESOLVED FURTHER THAT the Board (hereinafter referred to as the "Board", which term shall include a committee thereof or person(s) authorized by the Board) and Key Managerial Personnel(s) (here-in-after referred to as KMP) of the company be and is hereby severally authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, as applicable, in this regard and deal with any matters,
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take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
"RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or KMP or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).
"RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects."
Item No. 7- Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and Promoter group(s) of the company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the section 2(76) and the applicable provisions, if any, of the Companies Act, 2013 (ACT) read with the rules framed thereunder {including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any}, Reserve Bank of India (Non-Banking Financial Companies – Credit Risk Management) – Amendment Directions, 2025 and amendments thereon and in terms of Regulation 2(I)(zc), 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee thereof or person(s) authorised by the Board), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for entering into related party transaction(s) and/ or carrying out and/ or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise {whether individually or series of transaction(s) taken together or otherwise}, as per details mentioned in the explanatory statement to this resolution, between the Company and its promoter group (s), on such material terms and conditions as may be mutually agreed between the Company and its promoter group and, notwithstanding the fact that the aggregate value of such contracts/ arrangements/ transactions, may exceed the prescribed thresholds as per provisions of the Listing Regulations as applicable from time to time, for each Financial year up to a period of 3 financial years from FY 2026-2027 onwards, however the said contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business.
"RESOLVED FURTHER THAT the Board (hereinafter referred to as the "Board", which term shall include a committee thereof person(s) authorized by the Board) and Key Managerial Personnel(s) (here-in-after referred to as KMP) of the company be and is hereby severally authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."
"RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or KMP or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s)."
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"RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects."
Item No. 8- Approval for Material Related Party Transaction of Ashika Credit Capital Ltd ("company") with Promoter directors of the Company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the section 2(76) and applicable provisions, if any, of the Companies Act, 2013 (Act) read with the rules framed thereunder {including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any}, Reserve Bank of India (Non-Banking Financial Companies – Credit Risk Management) – Amendment Directions, 2025 and amendments thereon and in terms of Regulation 2(I)(zc), 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee thereof or person(s) authorised by the Board), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for entering into related party transaction(s) and/ or carrying out and/ or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise {whether individually or series of transaction(s) taken together or otherwise}, as per details mentioned in the explanatory statement to this resolution, with its Promoter Directors, being Managing Director and/or Director of the Company, a related party, on such material terms and conditions as may be mutually agreed between the Company and its' Promoter Directors and, notwithstanding the fact that the aggregate value of such contracts/ arrangements/ transactions, may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, for each Financial year up to a period of 3 financial years from FY 2026-2027 onwards, however the said contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business."
"RESOLVED FURTHER THAT the Board (hereinafter referred to as the "Board", which term shall include a committee therefor person(s) authorized by the Board) and Key Managerial Personnel(s) (here-in-after referred to as KMP) of the company be and is hereby severally authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."
"RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Key Managerial Personnel(s) or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s)."
"RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects."
Item no 9: Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and FS Ashika Ventures IFSC Private Limited, a related party of the Company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the section 2(76) and the applicable provisions, if any, of the Companies Act, 2013 (Act) read with the rules framed thereunder {including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any}, Reserve Bank of India (Non-Banking Financial Companies – Credit
07
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Growing and Sharing with you
Risk Management) – Amendment Directions, 2025 and amendments in terms of Regulation 2(1)(zc), 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee thereof or person(s) authorised by the Board), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for entering into related party transaction(s) and/or carrying out and/or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), as per details mentioned in the explanatory statement to this resolution, between the Company and FS Ashika Ventures IFSC Private Limited, a related party of the Company, on such material terms and conditions as may be mutually agreed upon and notwithstanding the fact that the aggregate value of such contracts/ arrangements/ transactions, may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, for each Financial year up to a period of 3 financial years from FY 2026-2027 onwards, however that the said contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business.
"RESOLVED FURTHER THAT the Board (hereinafter referred to as the "Board", which term shall include a committee therefor person(s) authorized by the Board) and Key Managerial Personnel(s) (here-in-after referred to as KMP) of the company be and is hereby severally authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."
"RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Key Managerial Personnel(s) or any other Officer(s) or Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s)."
"RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.
Item no 10: Approval for Material Related Party Transaction of Ashika Credit Capital Ltd ("company") with Ashika Private Equity Trust, a related party of the company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the section 2(76) and the applicable provisions, if any, of the Companies Act, 2013 (Act) read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), Reserve Bank of India (Non-Banking Financial Companies – Credit Risk Management) – Amendment Directions, 2025 and amendments thereon and in terms of Regulation 2(1)(zc), 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee thereof or person(s) authorised by the Board), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for entering into related party transaction(s) and/or carrying out and/or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise (whether individually or
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POSTAL BALLOT NOTICE
series of transaction(s) taken together or otherwise), with Ashika Private Equity Trust, a trust registered with SEBI as a Category II – AIF, its present/proposed scheme and its Investment Manager, Ashika Private Equity Advisors Pvt Ltd, Subsidiary of the company, to be regarded as a related party of the Company, on such material terms and conditions as may be mutually agreed among/between the Trust, its present/proposed schemes and its Investment Manager, Ashika Private Equity Advisors Pvt Ltd, being Subsidiary and the Company, being sponsor to the AIFS (present/Proposed) for providing loan and its capital commitment for subscription or purchase of such units of said schemes, whether directly or through Subsidiary/Investment Manager as specified in the explanatory statement forming part of this notice, notwithstanding the fact that the aggregate values of such transactions, may exceed the prescribed thresholds as per provisions of the Listing Regulations as applicable from time to time, for each Financial year up to a period of 5 financial years from FY 2026-2027 onwards, however the said contract(s)/arrangement(s)/agreement(s)/transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business.
"RESOLVED FURTHER THAT the Board (hereinafter referred to as the "Board", which term shall include a committee thereof person(s) authorized by the Board) and Key Managerial Personnel(s) (here-in-after referred to as KMP) of the company be and is hereby severally authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."
"RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things as may be considered necessary or expedient and also to execute such documents, writings etc. as may be necessary to give effect to this resolution."
"RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be approved and confirmed in all respects."
Item no 11: Approval for Material Related Party Transaction with Trust, registered as Category II and/or Category III Alternative Investment Fund, a Related Party of the Company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the 2(76) and the applicable provisions, if any, of the Companies Act, 2013 (Act) read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), Reserve Bank of India (Non-Banking Financial Companies – Credit Risk Management) – Amendment Directions, 2025 and amendments thereon and in terms of Regulation 2(1)(zc), 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee thereof or person(s) authorised by the Board), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for entering into related party transaction(s) and/or carrying out and/or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), with Trust registered with SEBI as a Category II & Category III – AIF, its present/proposed scheme and its Investment Manager, Ashika Investment Manager Pvt Ltd, WOS of the company, to be regarded as a related party of the Company, on such terms and conditions as may be mutually agreed among/between the Trust, its present/proposed schemes and its Investment Manager, Ashika Investment Managers Pvt Ltd, WOS and the Company, being sponsor to the AIFs (present/proposed) for its capital commitment for subscription or purchase of such units of said schemes, whether directly or through Subsidiaries/Investment Manager as specified in the explanatory statement forming part of this notice, notwithstanding the fact that the aggregate values of such transactions, may exceed the prescribed thresholds as per provisions of the
09
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Listing Regulations as applicable from time to time, for each Financial year upto a period of 5 financial years from FY 2026-2027 onwards, however the said contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business.
"RESOLVED FURTHER THAT the Board (hereinafter referred to as the "Board", which term shall include a committee therefor person(s) authorized by the Board) and Key Managerial Personnel(s) (here-in-after referred to as KMP) of the company be and is hereby severally authorised to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."
"RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things as may be considered necessary or expedient and also to execute such documents, writings etc. as may be necessary to give effect to this resolution."
"RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in this resolution, be approved and confirmed in all respects."
Item no 12: Approval for Material Related party transaction between Ashika Stock Services Ltd, Wholly owned Subsidiary of Ashika Credit Capital Limited and Related Parties of Ashika Credit Capital Limited and its subsidiaries
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to section 2(76) and other applicable provisions, if any, of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 2(1)(zc), 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee thereof or person(s) authorised by the Board), the consent of the members of the Company be and is hereby accorded, for entering into related party transaction(s) and/ or carrying out and/ or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise (whether individually or series of transaction(s) taken together or otherwise), as per the details provided in Explanatory Statement, between Ashika Stock Services Ltd, Wholly owned Subsidiary and Related Parties of Ashika Credit Capital Limited and its subsidiaries, as per the details mentioned in Explanatory Statement on such material terms and conditions as may be mutually agreed between the parties, notwithstanding the fact that the aggregate value of such contracts/ arrangements/ transactions, may exceed the prescribed thresholds of material related party transaction as per provisions of Listing Regulations as applicable from time to time, for each Financial year upto a period of 3 financial years from FY 2026-2027 onwards, however that the said contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business."
Item no 13: Approval for Material Related Party Transactions between the Subsidiaries (including Wholly Owned Subsidiary) of Ashika Credit Capital Limited viz, Ashika Business Pvt Ltd, Ashika Investment Managers Pvt Ltd, Ashika Global Family office services Pvt Ltd, Ashika Private Equity Advisors Pvt Ltd and Ashika Global Finance Pvt Ltd, Promoter Group/Related Party of Ashika Credit Capital Limited and its subsidiaries
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
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POSTAL BALLOT NOTICE
"RESOLVED THAT pursuant to section 2(76) and other applicable provisions, if any, of the Companies Act, 2013 read with the rules framed thereunder {including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any}, and in terms of Regulation 2(1)(zc), 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), read with SEBI Circular dated June 26, 2025 with respect to revised Industry Standards on "Minimum Information to be provided to the audit committee and shareholders for approval of Related Party Transactions" ("SEBI Circular on RPTs Industry Standards") as amended from time to time, read with the Company's Policy on Related Party Transactions and subject to the other requisite statutory/ regulatory approvals, if any, required, and based on the prior approval of the audit committee ("Audit Committee") and the board of directors of the Company (hereinafter referred to as the "Board", which term shall include any committee thereof or person(s) authorised by the Board), the consent of the members of the Company be and is hereby accorded to the Subsidiaries (including Wholly Owned Subsidiaries) of Ashika Credit Capital Ltd (ACCL) namely, Ashika Business Pvt Ltd, Ashika Investment Managers Pvt Ltd, Ashika Global Family office services Pvt Ltd, Ashika Private Equity Advisors Pvt Ltd for entering into related party transaction(s) and/ or carrying out and/ or continuing with existing contracts/ arrangements/ transactions or modification(s) of contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise { whether individually or series of transaction(s) taken together or otherwise}, as per the details provided in Explanatory Statement, between above subsidiaries and Ashika Global Finance Pvt Ltd, Promoter Group/Related party of ACCL and its subsidiaries, related party, on such material terms and conditions as may be mutually agreed between the parties, notwithstanding the fact that the aggregate value of such contracts/ arrangements/ transactions, may exceed the prescribed thresholds of material related party transaction as per provisions of Listing Regulations as applicable from time to time, for each Financial year upto a period of 3 financial years from FY 2026-2027 onwards, however that the said contract(s)/ arrangement(s)/ agreement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business.
By Order of the Board of Directors
For Ashika Credit Capital Limited
SD/-
(Anju Mundhra)
Date: 17.05.2026
Place: Mumbai
Company Secretary & Compliance Officer
Membership No: F6686
Notes:
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The explanatory statement pursuant to Section 102 read with Section 110 of the Act along with details in terms of Regulation 36(3) of the Listing Regulations, stating all material facts and the rationale for the proposed resolution is annexed herewith and forms part of the Postal Ballot notice ("Notice").
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In compliance with the MCA Circulars, this Postal Ballot Notice alongwith the Explanatory Statement is being sent only through electronic mode to those members whose names appear on the register of members/ register of beneficial owners as on Friday, 22nd May, 2026 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company/ Registrar and Transfer Agent/ Depository Participants. Physical copies of this Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to members for this Postal Ballot and accordingly, the Members are required to communicate their assent or dissent through remote e-voting system only.
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This Postal Ballot Notice will also be available on the Company's website at www.ashikagroup.com at https://assets.ashikagroup.com/notice-of-postal-ballot-dated-17.05.2026.pdf, websites of the Stock Exchanges, i.e., BSE Limited at www.bseindia.com, and on the website of NSDL at www.evoting.nsdl.com
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Pursuant to the MCA's Circular, Members need to register their Email IDs at the earliest. However, Members who have still not registered their Email IDs, are requested to do so at the earliest, in the following manner:
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Members holding shares in physical mode and who have not registered/ updated their e-mail address with the Company are requested to send the Company's RTA duly completed Forms ISR-1, ISR-2 and Choice of Nomination (https://mdpl.in/form) with signature of the holders attested by your banker along with a cancelled cheque leaf with your name, account no. and IFSC Code printed thereon.
ashika Growing and Sharing with you
In case your name is not printed on the cheque leaf, you are requested to send additionally bank attested copy of your pass book/ bank statement showing your name, account no and IFSC Code at MaheshwariDatamatics Pvt. Ltd., 23 R.N. Mukherjee Road, 5th Floor, Kolkata-700001. In case of any queries/difficulties in registering the e-mail address, Members may write to [email protected].
♦ Members holding shares in dematerialised mode are requested to register/update their e-mail address with the relevant Depository Participant.
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All the documents referred to in this Notice will also be available electronically for inspection on a working day during business hours between 10:00 a.m. (IST) to 06:00 p.m. (IST), from the date of dispatch of this Notice up to the last date of remote e-voting i.e. Monday, 29th June, 2026, in accordance with the applicable statutory requirements, without any fee to be paid by the Members from the date of circulation of this Notice up to the closure of the remote e-voting period. Members seeking to inspect such documents can send an email to [email protected] from their registered email address along with details of their Folio Number/ DP ID and Client ID.
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The voting rights of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on Cut-off date. A person, whose name is recorded in the Register of Members of the Company and/or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date, shall only be entitled to cast vote through remote e-voting.
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Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the Listing Regulations read with Section VI-C of the SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, as amended ("SEBI Master Circular"), and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.
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Ms. Sneha Khaitan Jalan (CP No. 14929), Partner at M/s. M R & Associates, Practicing Company Secretaries, has been appointed by the Board of Directors of the Company as the Scrutinizer for conducting the remote e-voting process, in a fair and transparent manner.
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The Scrutiniser on completing the scrutiny of voting through the remote e-voting process will submit his report to the Chairman or Company Secretary, and the result of the remote e-voting by Postal Ballot will be announced within 2 working days from the conclusion of the remote e-voting i.e., on or before Wednesday, 1st July, 2026. The declared Results, along with the Scrutinizer's Report, will be available forthwith on the Company's website at www.ashikagroup.com and will also be forwarded to BSE Limited, where the Company's shares are listed and on the website of NSDL at www.evoting.nsdl.com
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The resolutions, as stated in the Notice, if approved by the members with requisite majority, shall be deemed to have been passed as on the last date for remote e-voting i.e. on Monday, 29th June, 2026.
THE PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS ARE AS UNDER:
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The remote e-voting period commences on Sunday, 31st May, 2026 (9:00 A.M. IST) and ends on Monday, 29th June, 2026 (5:00 P.M. IST). During this period, members of the Company, holding shares as on the cut-off date i.e. Friday, 22nd May, 2026, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.
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The details of the procedure and manner for remote e-voting, are explained herein below:
How do I vote electronically using NSDL e-Voting system?
The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat
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account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. | 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
| Individual Shareholders holding securities in demat mode with NSDL. | 2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
| 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp | |
| 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. | |
| 5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. | |
| NSDL Mobile App is available on | |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi/Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing my easi username & password. |
| 2. After successful login the Easi/Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. |
ashika
Growing and Sharing with you
| Type of shareholders | Login Method |
|---|---|
| 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. | |
| 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. | |
| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL | Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 225533 |
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode
How to Log-in to NSDL e-Voting website?
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
- A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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- Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. | 8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. | |
| b) For Members who hold shares in demat account with CDSL. | 16 Digit Beneficiary ID |
| For example if your Beneficiary ID is 12 then your user ID is 12 | |
| c) For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the company |
| For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
c) How to retrieve your 'initial password'?
(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
- If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
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Now, you will have to click on "Login" button.
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After you click on the "Login" button, Home page of e-Voting will open.
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Step 2: Cast your vote electronically on NSDL e-Voting system
How to cast your vote electronically on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period
- Now you are ready for e-Voting as the Voting page opens.
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
Process for those shareholders whose email ids are not registered with the depositories/Company/RTA for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
- In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) by sending an email to Company's email id at [email protected].
- In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) to [email protected].
If you are Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
- Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
GENERAL INFORMATION FOR SHAREHOLDERS
- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution/ Authority Letter" displayed under "e-voting" tab in their login
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
- In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Mr. Pritam Dutta, Assistant Manager at [email protected] /[email protected]
- In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.
- Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.
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POSTAL BALLOT NOTICE
EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 AND 110 OF THE COMPANIES ACT, 2013 AND APPLICABLE SECRETARIAL STANDARDS
Item No. 1- To approve the appointment of M/s. J K V S & Co., Chartered Accountants, as the Statutory Auditors of the Company to fill the Casual Vacancy caused by resignation (being ineligible as per RBI criteria) of M/s. DHC & Co., Chartered Accountants
M/s. DHC & Co., Chartered Accountants (FRN: 103525W), Statutory Auditors of the Company were appointed by the Members for a consecutive period of Three (3) Years, to hold office from the conclusion of the 31st Annual General Meeting ("AGM") held in the year 2024 till the conclusion of the 34th Annual General Meeting ("AGM") to be held in the year 2027, at a remuneration, as may be mutually agreed between the Board of Directors/ Committee and the Statutory Auditors.
Pursuant to Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and based on consolidated asset size of all NBFCs within the Group, has exceeded the prescribed threshold limit of ₹1,000 croresas on March 31, 2025. Accordingly, all NBFCs within the Group, including the Company, are now classified under the Middle Layer category (NBFC-ML) and are required to comply with the enhanced regulatory framework applicable to such entities. The same duly noted and approved by Board of Directors & committees in its respective meeting.
Further, the aggregate asset size of the Company, as on 31st March, 2026, has exceeded the prescribed threshold limit of ₹1,000 crores. As per the RBI Circular dated April 27, 2021, which prescribes eligibility norms and conditions for appointment/continuation of Statutory Auditors of NBFCs in the Middle Layer, certain minimum criteria relating to audit firm constitution, experience, and capacity are required to be fulfilled. Upon evaluation, it has been observed that M/s. DHC & Co. does not meet the prescribed eligibility criteria for continuation as the Statutory Auditors of an NBFC-ML entity. In view of the said RBI Guidelines, M/s. DHC & Co. Chartered Accountants, have expressed their inability to continue as the Statutory Auditors of the Company, and have accordingly tendered their resignation with effect from May 17, 2026, post signing of audit report on financial statements for year ended March 31, 2026.
Pursuant to the resignation of M/s. DHC & Co., Chartered Accountants, as the Statutory Auditors of the Company arising on account of their ineligibility to continue as Statutory Auditors in terms of the applicable Reserve Bank of India (RBI) guidelines, a casual vacancy has occurred in the office of the Statutory Auditors of the Company.
Based on the recommendation of the Audit Committee, the Board, in its meeting held on 17th May, 2026, appointed M/s. J K V S & Co., Chartered Accountants, having Office at Edcons Court, 2nd Floor, 7/1B, Hazra Road, Kolkata 700026, and having a valid Peer Review Certificate issued by the Peer Review Board of ICAI and who qualifies to be appointed as Statutory Auditor of NBFC – ML in terms of RBI guidelines, to fill the casual vacancy so caused by the resignation (being ineligible as per RBI criteria) of M/s. DHC & Co., from 18th May, 2026 till the conclusion of the next Annual General Meeting of the Company to be held in the year 2026, at such remuneration plus applicable taxes and out of pocket expenses, as determined and recommended by the Audit Committee and approved by the Board, based on the scope of audit, complexity of the Company's operations, time and resources required and industry standards and norms in accordance with the provisions of Companies Act, 2013 and RBI Regulations, as applicable
The Company has received a letter from M/s. J K V S & Co., Chartered Accountants confirming the eligibility, and consent to act as Statutory Auditors of the Company with a confirmation that, their appointment, if made, would be within the limits prescribed under the Act.
The said appointment of M/s. J K V S & Co., Chartered Accountants, shall be pursuant to applicable provisions of the Act, SEBI (LODR) Regulations, 2015, RBI Regulations, as applicable.
Additional information about the Statutory Auditors pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided below:
| Brief profile and credentials | M/s. J K V S & Co, Chartered Accountants, (Firm Registration Number: 318086E) has been offering its clientele wide spectrum of services including Audit and Assurance, Risk Advisory, Consulting, Taxation, Corporate Finance and Management Services since the last 3 decades. The firm was founded in 1987 and has gone from strength to strength through the passage of time and by adding knowledgeable and resourceful employees and partners. The firm is operating at 3 metropolitan cities, namely, Kolkata, Delhi NCR and Mumbai and has a rich clientele consisting of India's top Companies. The firm delivers value by combining knowledge of local and international markets, qualitative research and grass-root intelligence, along with decades-rich expertise. The Firm has in-built quality control procedures and checks in place, which are of the highest global standards. |
|---|---|
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| Proposed audit fee payable to auditors | The proposed fees to be paid towards Statutory Audit (including Limited Review) for the Financial Year 2026-27 will be ₹18 Lakh.
The above fees will be exclusive of the taxes as applicable and reimbursement of out of pocket, travelling and other expenses, etc. in connection with the audit. Besides the audit services, the Company would also avail the other permitted services from the Statutory Auditors, as may be required from time to time, for which they will remunerated accordingly as per mutually agreed terms and as approved by the Audit Committee and the Board. The Board be given powers to revise the remuneration upon recommendation of the Audit Committee. |
| --- | --- |
| Terms of appointment | To fill the casual vacancy caused by the resignation (being ineligible as per RBI criteria) of M/s DHC & Co, Chartered Accountants, (Firm Registration No. 103525W) (the existing Statutory Auditors of the Company) and to hold office from May 18, 2026 till the conclusion of next Annual general meeting to be held in 2026. In this regard, approval of its' shareholders is sought through this postal ballot process. |
| In case of new Auditor, any material change in the fee payable to new auditor from that paid to the outgoing auditor along with the rationale for such change | The proposed remuneration is commensurate with size and operations of the Company and after considering the comparative quotation, prevalent market conditions and inflation adjustments in the existing remuneration being paid by the Company. |
| Basis of recommendation | The Audit Committee and the Board of Directors of the Company at their respective meetings held on 17th May 2026, have considered various parameter like audit experience across the industries, market standing of the firm, clientele served, technical knowledge, governance standards, etc and eligibility criteria prescribed under the Companies Act, 2013 and RBI Guidelines, and found M/s. J K V S & Co, Chartered Accountants, (Firm Registration Number: 318086E) fit into all the criteria, accordingly recommendation is being made for this appointment. |
It is therefore, necessary for the Shareholders to pass an Ordinary Resolution under Section 139(8) of the Act, as set out at Item No. 1 of the Notice, to enable the Board of Directors to appoint new Statutory Auditors to fill casual vacancy caused by resignation (being ineligible as per RBI criteria) of outgoing Statutory Auditors.
None of the Directors or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the Ordinary Resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the Ordinary Resolution set out at Item No. 1 of the Notice for approval by the shareholders.
Item No. 2- To Authorize the Borrowing of Money under Section 180(1)(C) of Companies Act, 2013
Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company cannot borrow moneys in excess of the paid-up capital, its free reserves and securities premium, without the approval of the Shareholders by way of a Special Resolution.
The Members of the Company at its' 25th Annual General Meeting held on 1st September, 2018 approved by way of Special Resolution the borrowing limit of the Company for an amount not exceeding ₹1000 Crores (Rupees One Thousand Crores only).
As set out at Item No. 1 of the Notice, in supersession of earlier resolution, considering the future business prospects and requirement of working capital, the Company may require additional funds from banks, financial institutions, NBFCs and so on.
Keeping in view the above requirements, it is proposed to revise the borrowing powers of the Board of Directors, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company and remaining outstanding at any point of time will exceed the aggregate of the paid-up share capital of the Company, its' free reserves and securities premium; provided that the total amount up to which monies may be borrowed by the Board of Directors and which shall remain outstanding at any given point of time shall not exceed the sum of ₹2500.00 Crores (Rupees Two Thousand Five Hundred Crores only).
It is further informed that the provisions of Section 180(1)(c) of the Companies Act, 2013 ("Act") imposes restrictions on the borrowing powers of the Board to the extent of aggregate amount of paid-up capital, free reserves & security premium however, the amount in excess of said limits can be borrowed after obtaining prior approval of Shareholders of the Company by way of Special Resolution.
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POSTAL BALLOT NOTICE
It is therefore, necessary for the Shareholders to pass a Special Resolution under Section 180(1)(c) of the Act, as set out at Item No. 2 of the Notice, to enable the Board of Directors to borrow the sum of ₹ 2500.00 Crores (Rupees Two Thousand Five Hundred Crores only).
None of the Directors or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the Special Resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the Special Resolution set out at Item No. 2 of the Notice for approval by the shareholders.
Item No. 3- To consider and approve creation of Pledge/ Charge/ Mortgage/ Hypothecation/ Assignment on the Assets of the Company and/or extending guarantees as per the provisions of Section 180(1)(a) of the Companies Act, 2013 and Regulation 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The provisions of section 180(1)(a) of the Act mandates that the Board of Directors of the Company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking(s) of the Company, only with the approval of the Members of the Company by way of Special Resolution.
Explanation (i) to section 180(1)(a) of the Act states the meaning of an "undertaking" which is an undertaking in which the investment of the Company exceeds 20% (twenty per cent) of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates twenty per cent of the total income of the Company during the previous financial year.
Explanation (ii) to section 180(1)(a) of the Act states that "substantially the whole of the undertaking" in any financial year shall mean 20% (twenty per cent) or more of the value of the undertaking as per the audited balance sheet of the preceding financial year.
In terms of Regulation 24(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), a listed company shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than or equal to 50% (fifty percent) or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting except in cases where such divestment is made under a scheme of arrangement duly approved by a Court/Tribunal, or under a resolution plan duly approved under Section 31 of the Insolvency and Bankruptcy Code, 2016, and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved. Further, in terms of Regulation 24(6) of the Listing Regulations, selling, disposing and leasing of assets amounting to more than 20% (twenty percent) of the assets of the material subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of special resolution unless the sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal, or under a resolution plan duly approved under Section 31 of the Insolvency and Bankruptcy Code, 2016, and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
Since, selling/pledge/ mortgage/charge/lien/hypothecation/encumbrance/ divestment/ dilution/ disposal/ change in control of/ leasing/hiving off or otherwise dealing in the Company's shareholdings and investment (whole or substantial part thereof) in one or more of its subsidiaries or any of its assets/undertakings and the investment(s)/ asset(s)/ undertaking(s) of its subsidiaries, partly or fully, may attract the provisions of Section 180(1)(a) of the Companies Act, 2013 read with the provisions of Regulation 24 of the Listing Regulations, consent of the Shareholders is being sought for an amount not exceeding ₹ 2500 crore (Rupees Two Thousand Five Hundred Crore only) specifically (where applicable), as a matter of abundant caution and good corporate governance in terms of Regulation 24 of the Listing Regulations read with Section 180(1)(a) of the Companies Act, 2013 as set out in the Special Resolution at Item No. 3 of the Notice.
None of the Directors or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the Special Resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the Special Resolution set out at Item No. 3 of the Notice for approval by the shareholders.
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Item No. 4- To Consider and approve limits under Section 185 of the Companies Act, 2013:
Pursuant to Section 185 of the Companies Act, 2013 ("the Act"), a Company may advance any loan including any loan represented by book debt, or give any guarantee or provide any security inconnection with any loan taken by any entity(ies) covered under the category of 'a person in whomany of the director of the Company is interested' as specified in the explanation to Section 185(2) of the Act, after passing a Special Resolution in the General Meeting.
It is proposed to make loan(s) including loan represented by way of book debt to, and/or give guarantee(s) and/or provide security(ies) in connection with any loan taken/to be taken by anycompany(ies) which are group companies, associate companies, joint venture companies or subsidiary companies of the Company or any other person in whom any of the director of the Company isinterested as specified in the explanation to Section 185(2) of the Act, from time to time, within the limits as mentioned in Item No. 4 of this Notice to meet the business requirements, by way of a Special Resolution provided that the aggregate limit of advancing loan and/or giving guarantee and/or providing any security to the Entities shall not at any time exceed ₹ 3000 Crores (Rupees Three Thousand Crores only) in the aggregate at any given point of time and such loan(s) shall be utilised by borrowing entity(ies) for its/their Principal Business activities."
None of the Directors or Key Managerial Personnel of the Company and their relatives are in any wayconcerned or interested, financially or otherwise, in the Special Resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval by the shareholders.
Item No. 5- To make donation/contribution pursuant to Section 181 of the Companies Act 2013:
In terms of the provisions of Section 181 of the Companies Act, 2013, any amount contributed to any charitable and other funds in excess of 5% of the Company's average net profits during the three immediately preceding financial years requires prior approval of the Members of the Company.
In order to take up the CSR initiatives on a larger scale, it may be necessary to contribute/ donate to bonafide and charitable funds etc. for an aggregate amount not exceeding ₹ 10.00 crores (Rupees Ten Crores) which is in excess of 5% of the Company's Average Net Profits during the three immediately preceding financial years.
None of the Directors or Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, financially or otherwise, in the Ordinary Resolution except to the extent of their shareholding in the Company, if any.
The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the shareholders.
Item No. 6, 7 and 9: Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and Ashika Private Equity Advisors Pvt Ltd, Subsidiary of the company, Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and Promoter group(s) of the company, Approval for Material Related Party Transaction between Ashika Credit Capital Ltd ("company") and FS Ashika Ventures IFSC Private Limited, a related party of the Company.
In terms of the provisions of Section 102 of the Companies Act, 2013 ("Act"), Secretarial Standard on General Meetings (SS-2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the following Explanatory Statement sets out the material facts relating to this Notice:
The Company, being a listed Non-Banking Financial Company (NBFC) classified as a Middle Layer entity under the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, as amended from time to time, is primarily engaged in the business of granting loans, making investments, borrowing, providing and availing guarantees/surety/security, availing and rendering of services and extending financial assistance in the ordinary course of its business. In line with its business objectives and operational requirements, the Company, from time to time, extends financial assistance, including loans, guarantees and other credit facilities, to its subsidiaries/promoter group companies/ Related parties and make investment in shares & securities, avail/render services etc. The Company and its subsidiaries/promoter group companies/Related parties in past have entered in related party transactions as a part of strategic business decision, and such arrangements are intended to the extent necessary support for smooth business operation of such entities, effective execution, operational sustainability, bridging of working
POSTAL BALLOT NOTICE
capital requirements, and compliance with obligations towards lenders and authorities. Such transactions are undertaken in the ordinary course of business and at arms length and fall within the purview of Related Party Transactions in terms of the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are subject to necessary approvals and compliance requirements thereunder.
Pursuant to Regulation 2(1)(zb) of the Listing Regulations has provided the definition of Related Party and Regulation 2(1)(zc) of the Listing Regulations defines a Related Party Transaction ('RPT') to include a transaction involving transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.
Further, pursuant to Section 188 of the Companies Act, 2013 ("the Act") read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and in terms of Regulation 23 read with Schedule XII of the Listing Regulations, where the Annual Consolidated Turnover of the listed entity (as per the last audited financial statements) is up to INR 20,000 crore, a transaction with a related party is material if it exceeds 10% of such annual consolidated turnover. Regulation 23(4) of Listing regulations provides that all material related party transactions shall require prior approval of the Shareholders through an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis.
The Company has Related Party policy, and the process for approval of Related Party Transactions (RPT) are reviewed periodically. The policy outlines the details required to be submitted before the Audit Committee for the purpose of review and approval of the proposed transactions with the related parties including justification thereof. Including prescribed information under the Industry Standards Forum (the "ISF Standards"), as applicable. Additionally, an update on the actual related party transactions entered during every quarter is provided to the Audit Committee on a quarterly basis.
The Company has been undertaking transactions of similar nature in the past in the ordinary course of business and on arm's length after obtaining requisite approvals of the Audit Committee, Board and the shareholders of the Company, as applicable.
The proposed transactions are designed to foster greater synergy between the Company/subsidiaries and its subsidiary/promoter group companies/Related parties and to enable smooth, efficient, and integrated business operations. These arrangements will facilitate a steady and dependable flow of financial support, including loans, investments, and other forms of assistance, in line with the operational and strategic needs of the Company/subsidiaries and its subsidiaries/promoter group companies/Related parties.
Additionally, the arrangements aim to ensure timely execution, competitive and consistent pricing, and standardized processes and service frameworks, while preserving confidentiality and ensuring alignment of operations. Overall, the proposed transactions are expected to enhance operational efficiency, ensure continuity of business, optimize utilization of resources, and support sustainable growth and value creation among companies and its related parties.
Considering the past and proposed Related Party Transactions, particularly in the context of the Company's business expansion initiatives and its objective of providing financial support to group companies to facilitate their growth, comprehensive details have been prepared in accordance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations and the applicable Industry Standards. The same have been duly placed before the Audit Committee and the Board of Directors at their respective meetings held on 17.05.2026 for their approval.
The Independent Directors present in the Audit Committee and The Board of Directors of the Company have reviewed and accorded their consent for entering into and/or carrying out and/or continuing with existing contracts/ arrangements/ transactions or modification(s) of earlier contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise [whether individually or series of transaction(s) taken together or otherwise] with related parties within the meaning of Regulation 2(1) (zb) of the Listing Regulations, in nature of (1) Providing Loan and advances (including Interest/other charges) (2) Investment in shares, securities & other instruments (3) Providing or availing any Corporate Guarantee/ Security/ surety/indemnity/ comfort letter, in connection with business (4) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements and granting of usage of trademarks) (5) Leasing of Property of any kind (6) Other residual RPTs - The transactions
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will be purely recurring in naturefor furtherance of business (including reimbursement of expenses/other expenses paid or received) (7) Availing of any Borrowing/ inter corporate deposits (including Interest/other charges) etc on such terms and conditions as may be mutually agreed between the parties, in the ordinary course of business and on an arm's length basis, provided that the aggregate value of the Related Party Transactions with each related parties will not exceed the value, as mentioned Annexure Afor this resolution, for each Financial year for a period of Three (3) financial years, commencing from FY 2026--27 onwards.
While approving and recommending the Transaction, the Audit Committee and the Board considered the certificate provided by the Managing Director and the Chief Financial Officer, as required under the Industry Standards, confirming that (i) the Transaction is not prejudicial to the interests of public shareholders; and (ii) the terms are not unfavourable to the Company compared to similar transactions with unrelated parties.
Though, all the aforesaid transactions being on an arm's length basis and in the ordinary course of business are exempt from the Requirements of Section 188 of the Act, approval of the Members is being sought in terms of Section 188 of the Act for better governance. Prior approval of the Members is being sought for entering into all the arrangements/ contracts/ agreements/ transactions (whether individual transactions or transactions taken together or series of transactions or otherwise) with Related parties, whether by way of continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements/ contracts/ agreements/ transactions or as fresh and independent transaction (s) or otherwise, for each Financial year for a period of 3 financial years commencing from FY 2026--2027 onwards. In view of the above, Resolution are being placed before the Members for their approval and recommend passing of the Ordinary Resolutions as set out in this Item No.6, 7 and 9 of the Notice of Postal Ballot.
Mr.Pawan Jain, Non-Executive Director, Mr.Daulat Jain, Managing Director (KMP), Mr. Chirag Jain, Executive Director & CEO(KMP), Mr. Amit Jain, Non-Executive Director, Mr. Gaurav Jain, CFO (KMP) of the company and their relatives to the extent of their shareholding/interest in the Company may be deemed to be concerned or interested in this Resolution.
Save as disclosed above, none of the other Directors or Key Managerial Personnel of the Company or their respective relatives has any concern or interest, financial or otherwise, in the resolution, except to the extent of their shareholding, if any, in the Company. In terms of Regulation 23 of the SEBI Listing Regulations, all related parties (whether or not they are parties to the Transaction) shall abstain from voting on the resolution.
Further, SEBI vide its circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26^{th} June, 2025 and modified by SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025, issued revised Industry Standards on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” (“RPT Industry Standards”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of SEBI Listing Regulations, as amended from time to time. The Standards inter alia requires listed entity to provide minimum information, in specified format, relating to the proposed RPTs, to the Audit Committee and to the shareholders, while seeking approval.
The details as required under Regulation 23 of the SEBI Listing Regulations read with SEBI Master Circular bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 (as updated on January 30, 2026) and SEBI Circular on RPTs Industry Standards are annexed as “Annexure A”:
Item no 8:Approval for Material Related Party Transaction of Ashika Credit Capital Ltd (“company”) with Promoter directors of the Company
In terms of the provisions of Section 102 of the Companies Act, 2013 (“Act”), Secretarial Standard on General Meetings (SS-2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the following Explanatory Statement sets out the material facts relating to this Notice:
The Company, being a listed Non-Banking Financial Company (NBFC) classified as a Middle Layer entity under the Master Direction -- Reserve Bank of India (Non-Banking Financial Company -- Scale Based Regulation) Directions, 2023, as amended from time to time, is primarily engaged in the business of granting loans, making investments, borrowing, providing guarantees and extending financial assistance in the ordinary course of its business. In line with its business objectives and operational requirements, the Company, from time to time, avail financial assistance, including loans, guarantees and other credit facilities, from its group companies/ Related parties/promoter directors. Such transactions are undertaken in the ordinary course of business and at arm's length and fall within the purview of Related Party Transactions in terms of the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are subject to necessary approvals and compliance requirements thereunder.
23
POSTAL BALLOT NOTICE
Pursuant to Regulation 2(1)(zb) of the Listing Regulations has provided the definition of Related Party and Regulation 2(1)(zc) of the Listing Regulations defines a Related Party Transaction ('RPT') to include a transaction involving transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.
Further, pursuant to Section 188 of the Companies Act, 2013 ("the Act") read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and in terms of Regulation 23 read with Schedule XII of the Listing Regulations, where the Annual Consolidated Turnover of the listed entity (as per the last audited financial statements) is up to INR 20,000 crore, a transaction with a related party is material if it exceeds 10% of such annual consolidated turnover. Regulation 23(4) of Listing regulations provides that all material related party transactions shall require prior approval of the Shareholders through an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis.
The Company has Related Party policy, and the process for approval of Related Party Transactions (RPT) are reviewed periodically. The policy outlines the details required to be submitted before the Audit Committee for the purpose of review and approval of the proposed transactions with the related parties including justification thereof. Including prescribed information under the Industry Standards Forum (the "ISF Standards), as applicable. Additionally, an update on the actual related party transactions entered during every quarter is provided to the Audit Committee on a quarterly basis.
Ashika Credit Capital Ltd ("ACCL" or "the Company") has proposes to avail various credit facilities from banks and/or financial institutions to meet its business operations and working capital requirements. In connection with such facilities, the lenders may require credit support, including the provision of guarantees, to secure repayment obligations and ensure compliance with the terms and conditions of the sanctioned facilities. The Company may also avail financial assistance from related parties in the form of borrowings to support its business operations.
Mr. Pawan Jain, Promoter Director of the Company, being a related party under Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, may extend financial assistance in form of giving Loan to the Company to support its business operations. Further, Mr. Daulat Jain, Managing Director (KMP) and Promoter of the Company, being a related party under the aforesaid regulation, may provide and/or renew personal guarantee(s), in one or more tranches, in favour of banks, public financial institutions, or other lenders, solely to secure the credit facilities availed or proposed to be availed by the Company. He may also extend financial assistance to the Company for its operational requirements.
The proposed transactions are designed to enable smooth, efficient, and integrated business operations of the company. These arrangements will facilitate a steady and dependable flow of financial support, including borrowing, personal guarantee/surety/ security, and other forms of assistance, in line with the operational and strategic needs of the Company.
Additionally, the arrangements aim to ensure timely execution, competitive and consistent pricing, and standardized processes and service frameworks, while preserving confidentiality and ensuring alignment of operations. Overall, the proposed transactions are expected to enhance operational efficiency, ensure continuity of business, optimize utilization of resources, and support sustainable growth and value creation among companies and its related parties
Considering the past and proposed Related Party Transactions, particularly in the context of the Company's business expansion initiatives and working capital requirements, its objective for availing financial support from Promoter Directors is for continuity of its business, and accordingly the comprehensive details have been prepared in accordance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations and the applicable Industry Standards. The same have been duly placed before the Audit Committee and the Board of Directors at their respective meetings held on 17.05.2026 for their approval.
The Independent Directors present in the Audit Committee and The Board of Directors of the Company have reviewed and accorded their consent for entering into and/or carrying out and/or continuing with existing contracts/ arrangements/ transactions or modification(s) of earlier contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise [whether individually or series of transaction(s) taken together or otherwise] with related parties within the meaning of Regulation 2(1) (zb) of the Listing Regulations, in nature (1) Availing personal Guarantee/ Security/ surety/indemnity/comfort letter, in connection with
ashika Growing and Sharing with you
business (2) Borrowing (including Interest/other charges) on such terms and conditions as may be mutually agreed between the parties, in the ordinary course of business and on an arm's length basis, provided that the aggregate value of the Related Party Transactions with each related parties will not exceed the value, as mentioned in the explanatory statement to this resolution (Annexure A), for each Financial year for a period of three financial years, commencing from FY 2026–27 onwards.
While approving and recommending the Transaction, the Audit Committee and the Board considered the certificate provided by the Managing Director and the Chief Financial Officer, as required under the Industry Standards, confirming that (i) the Transaction is not prejudicial to the interests of public shareholders; and (ii) the terms are not unfavourable to the Company compared to similar transactions with unrelated parties.
Though, all the aforesaid transactions being on an arm's length basis and in the ordinary course of business are exempt from the Requirements of Section 188 of the Act, approval of the Members is being sought in terms of Section 188 of the Act for better governance. Prior approval of the Members is being sought for entering into all the arrangements/ contracts/ agreements/ transactions (whether individual transactions or transactions taken together or series of transactions or otherwise) with Related parties, whether by way of continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements/ contracts/ agreements/ transactions or as fresh and independent transaction (s) or otherwise, for each Financial year for a period of 3 financial years commencing from FY 2026–2027 onwards. In view of the above, Resolution are being placed before the Members for their approval and recommend passing of the Ordinary Resolutions as set out in this Item No.8 of the Notice of Postal Ballot.
Mr Pawan Jain, Non-Executive Director, Mr Daulat Jain, Managing Director (KMP), Mr Chirag Jain, Executive Director & CEO (KMP) of the company and their relatives to the extent of their shareholding/interest in the Company may be deemed to be concerned or interested in this Resolution.
Save as disclosed above, none of the other Directors or Key Managerial Personnel of the Company or their respective relatives has any concern or interest, financial or otherwise, in the resolution, except to the extent of their shareholding, if any, in the Company. In terms of Regulation 23 of the SEBI Listing Regulations, all related parties (whether or not they are parties to the Transaction) shall be abstained from voting on the resolution.
Further, SEBI vide its circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26th June, 2025 and modified by SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025, issued revised Industry Standards on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” (“RPT Industry Standards”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of SEBI Listing Regulations, as amended from time to time. The Standards inter alia requires listed entity to provide minimum information, in specified format, relating to the proposed RPTs, to the Audit Committee and to the shareholders, while seeking approval.
The details as required under Regulation 23 of the SEBI Listing Regulations read with SEBI Master Circular bearing reference no. HO/49/14/14(7)2025–CFD-POD2/I/3762/2026 issued on July 11, 2023 (as updated on January 30, 2026) and SEBI Circular on RPTs Industry Standards are annexed in “Annexure A”
Item no 10 &11: Approval for Material Related Party Transaction of Ashika Credit Capital Ltd (“company”) with Ashika Private Equity Trust, a related party of the company. Approval for Material Related Party Transaction with Trust, registered as Category II and/or Category III Alternative Investment Fund, a Related Party of the Company
In terms of the provisions of Section 102 of the Companies Act, 2013 (“Act”), Secretarial Standard on General Meetings (SS-2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the following Explanatory Statement sets out the material facts relating to this Notice:
The Company, being a listed Non-Banking Financial Company (NBFC) classified as a Middle Layer entity under the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, as amended from time to time, is primarily engaged in the business of granting loans, making investments, borrowing, providing guarantees and extending financial assistance in the ordinary course of its business. The company core business being lending and making investment in shares, securities, Mutual Fund, AIF and similar instruments. The Company has been an active investor and continues to invest in India’s strengthening financial ecosystem. With a growing investment portfolio, AIFs have built a strong reputation within the early-stage investment ecosystem in India and have established a unique and robust position in accessing competitive investment opportunities. In order to continue participating in India’s evolving
24
POSTAL BALLOT NOTICE
investment landscape, the Company has been investing in and/or sponsoring AIFs that have launched or propose to launch schemes, as approved by the relevant regulatory authorities, wherever required.
Ashika Private Equity Advisors Private Limited (formerly Ashika Entercon Private Limited), subsidiary of the company, is an investment manager to the fund Ashika Private Equity Trust (APET), a trust registered with Securities and Exchange Board of India (SEBI) as a Category II - Alternative Investment Fund bearing registration no IN/AIF2/25-26/1927 and is in process to launch its first scheme Ashika Growth Equity Fund I, focused on investing in manufacturing, consumer and allied sectors and may float/launch others schemes.
Ashika Investment Managers Private Limited ("AIMPL"), Wholly owned subsidiary of company, is an investment manager to Ashika Alternative Investment, a SEBI registered Category III AIF bearing registration number IN/AIF3/20-21/0811, which has floated schemes namely, Ashika India Alpha Fund, Ashika India Select Fund, Smart Alpha Fund and Ashika Mid & Small Cap Fund. The fund aims to maximize risk-adjusted returns over the mid & long-term through the use of a long-only or long-biased strategy implemented via a portfolio that mostly consists of equity & equity-related securities of predominantly India-domiciled issuers. The company is an investment manager to the fund Ashika Alternative Assets, a trust, registered with SEBI as a Category II AIF. Both the categories of AIF, focus on launching schemes from time to time.
In line with its business objectives, the Company, from time to time, or through its Subsidiaries/ Investment ManagerInvest and act sponsor to the present/proposed AIFs for its capital commitment for subscription or purchase of such units of said schemes. Such transactions are undertaken in the ordinary course of business and at arm's length and fall within the purview of Related Party Transactions in terms of the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and are subject to necessary approvals and compliance requirements thereunder.
Pursuant to Regulation 2(1)(zb) of the Listing Regulations has provided the definition of Related Party and Regulation 2(1)(zc) of the Listing Regulations defines a Related Party Transaction ('RPT') to include a transaction involving transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.
Further, pursuant to Section 188 of the Companies Act, 2013 ("the Act") read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and in terms of Regulation 23 read with Schedule XII of the Listing Regulations, where the Annual Consolidated Turnover of the listed entity (as per the last audited financial statements) is up to INR 20,000 crore, a transaction with a related party is material if it exceeds 10% of such annual consolidated turnover. Regulation 23(4) of Listing regulations provides that all material related party transactions shall require prior approval of the Shareholders through an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis.
The Company has Related Party policy, and the process for approval of Related Party Transactions (RPT) are reviewed periodically. The policy outlines the details required to be submitted before the Audit Committee for the purpose of review and approval of the proposed transactions with the related parties including justification thereof. Including prescribed information under the Industry Standards Forum (the "ISF Standards), as applicable. Additionally, an update on the actual related party transactions entered during every quarter is provided to the Audit Committee on a quarterly basis.
The Company has been undertaking transactions of similar nature in the past in the ordinary course of business and on arm's length after obtaining requisite approvals of the Audit Committee, Board and the shareholders of the Company, as applicable.
The proposed transactions are designed to foster greater synergy between the Company and its related parties and to enable smooth, efficient, and integrated business operations. These arrangements will facilitate a steady and dependable flow of financial support, including investments, and other forms of assistance, in line with the operational and strategic needs of the Company and its related entities.
Additionally, the arrangements aim to ensure timely execution, competitive and consistent pricing, and standardized processes and service frameworks, while preserving confidentiality and ensuring alignment of operations. Overall, the proposed transactions are expected to enhance operational efficiency, ensure continuity of business, optimize utilization of resources, and support sustainable growth and value creation among companies and its related parties.
25
Considering the past and proposed Related Party Transactions, particularly in the context of the Company's investment goal of business expansion initiatives, comprehensive details have been prepared in accordance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations and the applicable Industry Standards. The same have been duly placed before the Audit Committee and the Board of Directors at their respective meetings held on 17.05.2026for their approval.
The Independent Directors present in the Audit Committee and The Board of Directors of the Company have reviewed and accorded their consent for entering into and/or carrying out and/or continuing with existing contracts/ arrangements/ transactions or modification(s) of earlier contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise [whether individually or series of transaction(s) taken together or otherwise] with related parties within the meaning of Regulation 2(1) (zb) of the Listing Regulations, in nature of loan and or investment in shares, securities, mutual fund, units of AIF& other instrumentson such terms and conditions as may be mutually agreed between the parties, in the ordinary course of business and on an arm's length basis, provided that the aggregate value of the Related Party Transactions with each related parties will not exceed the value, as mentioned in the explanatory statement to this resolution (Annexure A), for each Financial year for a period of 5 financial years, commencing from FY 2026--27 onwards.
While approving and recommending the Transaction, the Audit Committee and the Board considered the certificate provided by the Managing Director and the Chief Financial Officer, as required under the Industry Standards, confirming that (i) the Transaction is not prejudicial to the interests of public shareholders; and (ii) the terms are not unfavourable to the Company compared to similar transactions with unrelated parties.
Though, all the aforesaid transactions being on an arm's length basis and in the ordinary course of business are exempt from the Requirements of Section 188 of the Act, approval of the Members is also being sought in terms of Section 188 of the Act for better governance. Prior approval of the Members is being sought for entering into all the arrangements/ contracts/ agreements/ transactions (whether individual transactions or transactions taken together or series of transactions or otherwise) with Related parties, whether by way of continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements/ contracts/ agreements/ transactions or as fresh and independent transaction (s) or otherwise, for each Financial year for a period of 5 financial years commencing from FY 2026--2027 onwards. In view of the above, Resolution are being placed before the Members for their approval and recommend passing of the Ordinary Resolutions as set out in this Item No.10 & 11 of the Notice of Postal Ballot.
Mr Pawan Jain, Non-Executive Director, Mr Daulat Jain, Managing Director (KMP), Mr Chirag Jain, Executive Director & CEO(KMP) of the companyand their relatives, to the extent of their shareholding/interest/ Directorshipin the Trust, Scheme and Investment Manager, maydeemed to be interested in the resolution.
Save as disclosed above, none of the others Directors or Key Managerial Personnel of the Company or their respective relatives has any concern or interest, financial or otherwise, in the resolution, except to the extent of their shareholding, if any, in the Company. In terms of Regulation 23 of the SEBI Listing Regulations, all related parties (whether or not they are parties to the Transaction) shall be abstained from voting on the resolution.
Further, SEBI vide its circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26^{th} June, 2025 and modified by SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025, issued revised Industry Standards on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” (“RPT Industry Standards”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of SEBI Listing Regulations, as amended from time to time. The Standards inter alia requires listed entity to provide minimum information, in specified format, relating to the proposed RPTs, to the Audit Committee and to the shareholders, while seeking approval.
The details as required under Regulation 23 of the SEBI Listing Regulations read with SEBI Master Circular bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 (as updated on January 30, 2026) and SEBI Circular on RPTs Industry Standards are annexed as Annexure A:
Item no 12 & 13:Approval for Material Related party transactions between subsidiaries and its relative parties
In terms of the provisions of Section 102 of the Companies Act, 2013 (“Act”), Secretarial Standard on General Meetings (SS-2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the following Explanatory Statement sets out the material facts relating to this Notice:
Further, pursuant to Regulation 2(1)(zb) of the Listing Regulations has provided the definition of Related Party and Regulation 2(1)(zc) of the Listing Regulations defines a Related Party Transaction (‘RPT') to include
POSTAL BALLOT NOTICE
a transaction involving transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not.
Pursuant to Section 188 of the Companies Act, 2013 ("the Act") read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended and in terms of Regulation 23 read with Schedule XII of the Listing Regulations, where the Annual Consolidated Turnover of the listed entity (as per the last audited financial statements) is up to INR 20,000 crore, a transaction with a related party is material if it exceeds 10% of such annual consolidated turnover. Regulation 23(4) of Listing regulations provides that all material related party transactions shall require prior approval of the Shareholders through an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm's length basis. The proposed related party shall exceed the materiality limit as defined u/r 23(1) of Listing Regulations and shall be required the prior approval of the Audit Committee and Shareholders of the ACCL.
The Company has Related Party policy, and the process for approval of Related Party Transactions (RPT) are reviewed periodically. The policy outlines the details required to be submitted before the Audit Committee for the purpose of review and approval of the proposed transactions with the related parties including justification thereof. Including prescribed information under the Industry Standards Forum (the "ISF Standards), as applicable. Additionally, an update on the actual related party transactions entered during every quarter is provided to the Audit Committee on a quarterly basis.
Ashika Stock Services Limited (formerly known as Ashika Stock Broking Limited) (ASSL) is a wholly owned subsidiary of Ashika Credit Capital Limited, the Company, is engaged in providing services as broker, Depository, Research Advisor, margin trading facility, Mutual Fund & SIF Distributor and related activities etc
Ashika Investment Managers Private Limited ("AIMPL") is an investment manager to Ashika Alternative Investment, a SEBI registered Category III AIF, which has floated schemes namely with an AUM of over INR 500 crore. The fund aims to maximize risk-adjusted returns over the mid & long-term through the use of a long-only or long-biased strategy implemented via a portfolio that mostly consists of equity & equity-related securities of predominantly India-domiciled issuers. The company is an investment manager to the fund Ashika Alternative Assets, a trust, registered with SEBI as a Category II AIF.
Ashika Global Family Office Services Private Limited ("AGFOSPL") is a SEBI registered Research Analyst and serves global family offices, ultra-high net-worth individuals, organisations and institutions for active entry and switch points across asset classes and product categories by analyzing the cyclical movement of various asset classes, global liquidity and other macro factors. It is also engaged in Mutual Fund Distribution and registered as a Mutual Fund Distributor
Ashika Private Equity Advisors Private Limited (formerly Ashika Entercon Private Limited), (APEAPL) a subsidiary of Ashika Credit Capital Ltd, is acting as the Investment Manager for Ashika Private Equity Trust, a SEBI registered Category II - Alternative Investment Fund.
Ashika Business Pvt Ltd (ABPL) is in Real estate activities and Investment in Share & Securities
Ashika Global Finance Pvt Ltd (AGFPL) is RBI registered non deposit taking NBFC, categorised as Investment & Credit Company (NBFC-ICC) and classified as Middle Layer NBFC, engaged in Lending, investment activities etc.
The aforesaid subsidiaries (including wholly owned subsidiaries) for its smooth operations of business also provide aforesaid services including but not limited to execution of user/rent/lease agreement, common Resource sharing agreement etc to its Related parties/subsidiaries/promoter group entities etc. The aforesaid services provided to related parties are in ordinary course of business and at arm's length basis.
The proposed transactions are designed to foster greater synergy among the related parties of the subsidiaries/ company and to enable smooth, efficient, and integrated business operations. These arrangements will facilitate a steady and dependable flow of financial support, including loans, investments, and other forms of assistance, in line with the operational and strategic needs of the related entities.
Additionally, the arrangements aim to ensure timely execution, competitive and consistent pricing, and standardized processes and service frameworks, while preserving confidentiality and ensuring alignment of operations. Overall, the proposed transactions are expected to enhance operational efficiency, ensure continuity of business, optimize utilization of resources, and support sustainable growth and value creation among related parties of the Company.
27
Considering the proposed Related Party Transactions, comprehensive details have been prepared in accordance with the provisions of the Companies Act, 2013, the SEBI (LODR) Regulations and the applicable Industry Standards. The same have been duly placed before the Audit Committee and the Board of Directors at their respective meetings held on 17.05.2026 for their approval.
The Independent Directors present in the Audit Committee and The Board of Directors of the Company have reviewed and accorded their consent to the Related Parties for entering into and/or carrying out and/or continuing with existing contracts/ arrangements/ transactions or modification(s) of earlier contracts/ arrangements/ transactions or as fresh and independent transaction(s) or otherwise [whether individually or series of transaction(s) taken together or otherwise] with related parties within the meaning of Regulation 2(1) (zb) of the Listing Regulations, in nature of(1) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) (2) Providing Loan and advances (including Interest/other charges) (3)Providing and Availing of corporate guarantees/ personal guarantees/ securities/ collaterals for funds/loans availed & Interest, guarantee fee & others. (4) Availing of any Borrowing/ inter corporate deposits (including Interest/other charges) (5) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received), on such terms and conditions as may be mutually agreed between the parties, in the ordinary course of business and on an arm's length basis, provided that the aggregate value of the Related Party Transactions with each related parties will not exceed the value, as mentioned in the Annexure B for this resolution, for each Financial year for a period of three (3) financial years, commencing from FY 2026--27 onwards.
While approving and recommending the Transaction, the Audit Committee and the Board considered the certificate provided by the Managing Director and the Chief Financial Officer, as required under the Industry Standards, confirming that (i) the Transaction is not prejudicial to the interests of public shareholders; and (ii) the terms are not unfavourable to the Company compared to similar transactions with unrelated parties.
Prior approval of the Members is being sought for the Subsidiaries (including wholly owned subsidiaries) for entering into all the arrangements/ contracts/ agreements/ transactions (whether individual transactions or transactions taken together or series of transactions or otherwise) with Related parties, whether by way of continuation(s) or extension(s) or renewal(s) or modification(s) of earlier arrangements/ contracts/ agreements/ transactions or as fresh and independent transaction (s) or otherwise, for each Financial year for a period of 3 financial years commencing from FY 2026-2027 onwards. In view of the above, Resolution are being placed before the Members for their approval and recommend passing of the Ordinary Resolutions as set out in this Item No.12&13 of the Notice of Postal Ballot.
Directors/KMPs of the Company, Common Directors/KMPs of Subsidiary Companies/ Group Companies, the Promoters and members of the Promoter Group (and their relatives), to the extent of their shareholding/ interest in the Company, may also be deemed to be interested in the resolution.
Save as disclosed above, none of the other Directors or Key Managerial Personnel of the Company or their respective relatives has any concern or interest, financial or otherwise, in the resolution, except to the extent of their shareholding, if any, in the Company. In terms of Regulation 23 of the SEBI Listing Regulations, all related parties (whether or not they are parties to the Transaction) shall abstain from voting on the resolution.
Further, SEBI vide its circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/93 dated 26^{th} June, 2025 and modified by SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/135 dated October 13, 2025, issued revised Industry Standards on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” (“RPT Industry Standards”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of SEBI Listing Regulations, as amended from time to time. The Standards inter alia requires listed entity to provide minimum information, in specified format, relating to the proposed RPTs, to the Audit Committee and to the shareholders, while seeking approval.
The details as required under Regulation 23 of the SEBI Listing Regulations read with SEBI Master Circular bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 (as updated on January 30, 2026) and SEBI Circular on RPTs Industry Standards are annexed as “Annexure B”:
POSTAL BALLOT NOTICE
Annexure A
Details required to be furnished under the SEBI LODR read with Industry Standards Forum note towards minimum information to be placed before the Shareholders towards related party transactions are placed for approval:
| Particulars | Information provided by the Management | |||||
|---|---|---|---|---|---|---|
| A1 | Basic details of the related party | (1) | (2) | (3) | (4) | (5) |
| 1 | Name of the related party | Ashika Private Equity Advisors Private Limited (APEAPL), Subsidiary Company | Ashika Global Finance Private Limited (AGFPL), Promoter Company | Ashika Capital Limited (ACL), Promoter Company | FS Ashika Ventures IFSC Private Limited (FSA), Related Party | Tact Vintrade LLP, Promoter Group |
| 2 | Country of incorporation of the related party | INDIA | INDIA | INDIA | INDIA | INDIA |
| 3 | Nature of business of the related party | APEAPL is an investment manager to the Schemes, floated by Ashika Private Equity Trust (APET), a trust registered with SEBI as a Category II - AIF | Ashika Global Finance Private Limited is a non-deposit taking Non-Banking Finance Institution (investment and Credit Company) categorized as Middle Layer NBFC and is engaged in lending and investment activities. | Ashika Capital Limited ("ACL") is a SEBI-registered Category I Merchant Banker and offers a full range of financial services like issue management, placement of equity shares, corporate restructuring, acquisitions and takeovers, advisory services, debt syndication, buyback/delisting of shares, fair valuation of shares and project appraisal, among others. | FS Ashika Ventures IFSC Private Limited, is an Authorised Fund Management Entity registered with IFSCA at Gift City, Gujarat. It has partnered with FinSight Venture, part of Finam, a leading global financial services group, to provide international investors an access to Indian markets. | Consultancy Services, Investment in shares & securities. |
| A2 | Relationship and ownership of the related party | |||||
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party — including nature of its concern(financial or otherwise) and the following: | APEAPL is the subsidiary company of Ashika Credit Capital Limited (ACCL) | AGFPL is promoter company of ACCL. | ACL is promoter company of ACCL. | Related Party - Director of the ACCL is also Director in FSA. | The LLP forms part of promoter group of ACCL. |
| Mr. Pawan Jain, Chairman & Mr Daulat Jain, Managing Director(KMP) of ACCL are designated partners and contributing 100% of Capital contribution in LLP. | ||||||
| A | Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. | ACCL holds 51% Equity share capital and 100% of Optionally Convertible Redeemable Preference Share capital of APEAPL. | Nil. | ACCL holds 19.85% in equity capital of ACL | ACCL holds 10% Equity capital in FSA | Not applicable |
| B | Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary (in case of transaction involving the subsidiary). | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Mr. Pawan Jain, Chairman & Mr Daulat Jain, Managing Director(KMP) of ACCL are designated partners and contributing 100% of Capital contribution in LLP. |
| C | Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary). | |||||
| Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered | Nil. | AGFPL, being related party holds 13.68% shares in ACCL. | Nil. | Nil. | Nil |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| A3 | Details of previous transactions with the related party | |||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. Explanation: Details need to be disclosed separately for listed entity And its subsidiary.@ | Nature of transaction | FY 25-26 (# in Lakh) | FY 25-26 (# in Lakh) | FY 25-26 (# in Lakh) | FY 25-26 (# in Lakh) |
| Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) | Nil | Nil | Nil | Nil | ||
| *Providing Loan and advances (including Interest /other charges) | 200.55 | 14615.75 (aggregate of Loan given with Interest) | 1406.03 (aggregate of Loan given with Interest) | Nil | ||
| Investment in shares, securities & other instruments | 200.00 | Nil | Nil | Nil | ||
| Providing or availing any Guarantee/ Security/ surety/ indemnity/ comfort letter, in connection with business | Nil | Nil | Nil | Nil | ||
| *Borrowing (including Interest /other charges) | Nil | Nil | Nil | Nil | ||
| leasing of any property of any kind | Nil | Nil | Nil | Nil | ||
| Other residual RFTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) | Nil | Nil | Nil | Nil | ||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last three financial year. | No defaults made. | No defaults made. | No defaults made. | No defaults made. |
- The value of above Related Party Transactions, at any point during the financial year did not exceed the limits approved by the shareholders.
@The value of Related Party Transactions undertaken by the listed entity has been considered without giving the effect of Composite Scheme of Amalgamation, effective from 15th May, 2026, having an appointed date of 1st April, 2025.
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| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| A4 | Amount of the proposed transactions | |||||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders. | The Company is seeking consolidated approval of ₹215 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Providing Loan and advances (including Interest /other charges) - not exceeding ₹ 50 crore outstanding at any point of time in each FY. b) Investment in shares, securities & other instruments - upto ₹ 50 crore c) Providing or availing any Guarantee/ Security/ surety / indemnity /comfort letter, in connection with business - not exceeding ₹ 50 crore outstanding at any point of time in each FY. d) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) - upto ₹ 30 crore e) Leasing of Property of any kind - upto ₹ 5 crore f) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 25 Crore | The Company is seeking consolidated approval of ₹485 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Providing Loan and advances (including Interest /other charges) - not exceeding ₹ 100 crore outstanding at any point of time in each FY. b) Investment in shares, securities & other instruments - upto ₹ 100 crore c) Providing or availing any Guarantee/ Security/ surety / indemnity /comfort letter, in connection with business - not exceeding ₹ 100 crore outstanding at any point of time in each FY. d) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) - upto ₹ 30 crore e) Leasing of Property of any kind - upto ₹ 10 crore f) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 25 Crore | The Company is seeking consolidated approval of ₹380 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Providing Loan and advances (including Interest /other charges) - not exceeding ₹ 100 crore outstanding at any point of time in each FY. b) Investment in shares, securities & other instruments - upto ₹ 75 crore c) Providing or availing any Guarantee/ Security/ surety / indemnity /comfort letter, in connection with business - not exceeding ₹ 50 crore outstanding at any point of time in each FY. d) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) - upto ₹ 50 crore e) Leasing of Property of any kind - upto ₹ 10 crore f) Borrowing (including Interest /other charges) - not exceeding ₹ 75 crore outstanding at any point of time in each FY. g) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 20 Crore | The Company is seeking consolidated approval of ₹65 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Providing Loan and advances (including Interest /other charges) - not exceeding ₹ 25 crore outstanding at any point of time in each FY. b) Investment in shares, securities & other instruments - upto ₹ 25 crore c) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) - upto ₹ 10 crore d) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 10 Crore | The Company is seeking consolidated approval of ₹60 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Boringa (including Interest /other charges) - not exceeding ₹ 50 crore outstanding at any point of time in each FY. b) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 10 Crore |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year. | 0.90 times | 1.94 times | 1.58 times | 0.27 times | 0.25 times |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | (5) | |||
|---|---|---|---|---|---|---|---|
| 4 | Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary, and where the listed entity is not a party to the transaction) | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | |
| 5 | Value of the proposed transactions as a percentage of the related party's annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding Financial year, if available. | The Company was not operational during the financial year FY 2025-2026. Accordingly, as per the latest audited financial statements as at 31 March 2026, the Company did not record any turnover. Consequently, turnover figures are not available for determining the value of the proposed transaction as a percentage of the annual consolidated turnover of the related party. | 17.37 times (as per audited financial statement of 31.03.2026) | 25.39 times (as per audited financial statement of 31.03.2025) | The Company was not operational during the financial year FY 2024-2025. Accordingly, as per the latest audited financial statements as at 31 March 2025, the Company did not record any turnover. Consequently, turnover figures are not available for determining the value of the proposed transaction as a percentage of the annual consolidated turnover of the related party. | The Company does not have any turnover during the financial year FY 2024-2025 based on the latest audited financial statements as at 31 March 2025. Consequently, turnover figures are not available for determining the value of the proposed transaction as a percentage of the annual consolidated turnover of the related party. | |
| 6 | Financial performance of the related party forth immediately preceding financial year: Explanations: The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. | Particulars FY 20-26 (5 in lakhs) | FY 20-26 (5 in lakhs) | FY 24-25 (2 in lakhs) | FY 24-25 (2 in lakhs) | FY 24-25 (2 in lakhs) | |
| Turnover | 0 | 2677.31 | 1496.73 | 0 | 0 | ||
| Profit After Tax | -200.44 | -2606.78 | 141.69 | -34.90 | 4.20 | ||
| Net Worth | -6.22 | 10442.53 | 2213.61 | 79.92 | 36.60 | ||
| A5 Basic details of the proposed transaction | |||||||
| 1 | Specific type of the proposed transaction (e.g. Sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | |
| 2 | Details of each type of the proposed transaction | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | |
| 3 | Tenure of the proposed transaction (tenure in number of years or months To be specified) | The tenure of the ongoing/ proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/ proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/ proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/ proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/ proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27 | |
| 4 | Whether omnibus approval is being sought? | Yes | Yes | Yes | Yes | Yes | |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above |
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POSTAL BALLOT NOTICE
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity. | (1) | (2) | (3) | (4) | (5) |
|---|---|---|---|---|---|---|
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity. | Given the nature of NBFC Company, the Company works closely with its related parties (including its promoter, promoter group, associates) to achieve its business objectives. |
Refer the background, details and benefit of the transaction, the proposed RPTs are undertaken in the ordinary course of business and on an arm's length basis. While both entities belong to the Ashika Group, each operates independently with distinct commercial responsibilities. The transactions are designed to harness group synergies, ensure continuity and reliability in the business transaction, and enhance operational efficiency, without compromising independence.
The said RPTs are undertaken, as mentioned in this Notice with terms and conditions that are generally prevalent in the industry segments and the market that the Company operates in and therefore are in the best interest of the Company and its shareholders, aligning with the Company's strategic objectives and commitment to high standards of corporate governance. | Given the nature of NBFC Company, the Company works closely with its related parties (including its promoter, promoter group, associates) to achieve its business objectives.
Refer the background, details and benefit of the transaction, the proposed RPTs are undertaken in the ordinary course of business and on an arm's length basis. While both entities belong to the Ashika Group, each operates independently with distinct commercial responsibilities. The transactions are designed to harness group synergies, ensure continuity and reliability in the business transaction, and enhance operational efficiency, without compromising independence.
The said RPTs are undertaken, as mentioned in this Notice with terms and conditions that are generally prevalent in the industry segments and the market that the Company operates in and therefore are in the best interest of the Company and its shareholders, aligning with the Company's strategic objectives and commitment to high standards of corporate governance. | Given the nature of NBFC Company, the Company works closely with its related parties (including its promoter, promoter group, associates) to achieve its business objectives.
Refer the background, details and benefit of the transaction, the proposed RPTs are undertaken in the ordinary course of business and on an arm's length basis. While both entities belong to the Ashika Group, each operates independently with distinct commercial responsibilities. The transactions are designed to harness group synergies, ensure continuity and reliability in the business transaction, and enhance operational efficiency, without compromising independence.
The said RPTs are undertaken, as mentioned in this Notice with terms and conditions that are generally prevalent in the industry segments and the market that the Company operates in and therefore are in the best interest of the Company and its shareholders, aligning with the Company's strategic objectives and commitment to high standards of corporate governance. | Given the nature of NBFC Company, the Company works closely with its related parties (including its promoter, promoter group, associates) to achieve its business objectives.
Refer the background, details and benefit of the transaction, the proposed RPTs are undertaken in the ordinary course of business and on an arm's length basis. While both entities belong to the Ashika Group, each operates independently with distinct commercial responsibilities. The transactions are designed to harness group synergies, ensure continuity and reliability in the business transaction, and enhance operational efficiency, without compromising independence.
The said RPTs are undertaken, as mentioned in this Notice with terms and conditions that are generally prevalent in the industry segments and the market that the Company operates in and therefore are in the best interest of the Company and its shareholders, aligning with the Company's strategic objectives and commitment to high standards of corporate governance. | Given the nature of NBFC Company, the Company works closely with its related parties (including its promoter, promoter group, associates) to achieve its business objectives.
Refer the background, details and benefit of the transaction, the proposed RPTs are undertaken in the ordinary course of business and on an arm's length basis. While both entities belong to the Ashika Group, each operates independently with distinct commercial responsibilities. The transactions are designed to harness group synergies, ensure continuity and reliability in the business transaction, and enhance operational efficiency, without compromising independence.
The said RPTs are undertaken, as mentioned in this Notice with terms and conditions that are generally prevalent in the industry segments and the market that the Company operates in and therefore are in the best interest of the Company and its shareholders, aligning with the Company's strategic objectives and commitment to high standards of corporate governance. |
7 Details of the promoter(s)/ director(s)/key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control.
| a Name of the director/KMP | Directorships and Interests: | Directorships and Interests: | Directorships and Interests: | Directorships and Interests: | Directorships and Interests: |
|---|---|---|---|---|---|
| Mr. Pawan Jain, Chairman & Promoter of ACCL, also serves as Chairman of AP&APL. | Mr. Pawan Jain, Chairman & Promoter of ACCL, is also a Director of AGFPL. | Mr. Pawan Jain – Chairman & Promoter of ACCL, is also a Director of AGL. | Mr. Paulat Jain – Managing Director (KMP) & Promoter of ACCL, is also a Director of ACL. | Chirag Jain, Executive Director & CEO (KMP) of ACCL is also Director of FSA. | |
| Mr. Daulat Jain, Managing Director of ACCL, and Mr. Chirag Jain, Executive Director & CEO of ACCL – both Key Managerial Personnel (KMPs) of ACCL – are also Directors of AP&APL. | Mr. Daulat Jain is the Managing Director (KMP) and Promoter of ACCL, and also serves as a Director and Promoter of AGFPL. | Mr. Daulat Jain – Managing Director (KMP) & Promoter of ACCL, is also a Director of ACL. | Mr. Chirag Jain – Executive Director & CEO (KMP) of ACCL, is also a Director of ACL. | Extent of Interest: Their interest or concern or that of their relatives, is limited only to the extent of their holding directorship/ shareholding in the Company and FSA. | |
| Extent of Interest: The interest or concern of the aforementioned individuals, or that of their relatives, is confined solely to their capacity as directors and/or shareholders in ACCL and AP&APL | Mr. Amit Jain is a Non-Executive Director in ACCL and an Additional Non-Executive Director in AGFPL. | Mr. Chirag Jain – Executive Director & CEO (KMP) of ACCL, is also a Director of ACL. | Extent of Interest: The interest or concern of the above individuals, or that of their relatives, is limited strictly to their capacity as directors and/or shareholders in ACCL and ACL. |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| b Shareholding of the director/KMP, whether direct or indirect, in the related party | % shareholding - Nil | 100 % Equity holding in AGFPI, are held by Pawan Jain, Daulat Jain and their relatives | Pawan Jain, Karta of Pawan Jain HUF holds 80.11 % shareholding in ACL Further Pawan Jain, Daulat Jain, Chirag Jain & their immediate relatives holds 0.0457 % shares in ACL | % shareholding - Nil | The designated partner specified in point 7(a) contributes 100% of Capital Contribution in the LLP | |
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | Not applicable |
| 9 | Other information relevant for decision making. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. |
| B1 Sale, purchase or supply of goods or services or any other similar business transaction and trade advances | ||||||
| 1 | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | Not Applicable |
| 2 | Basis of determination of price. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service / leasing /user/ resource/ other arrangements/ agreements with the related party based on business requirements and defined scope, timelines and responsibilities and the service charges are determined on arms length basis and in ordinary course of business. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service /leasing /user/ resource/ other arrangements/ agreements with the related party based on business requirements and defined scope, timelines and responsibilities and the service charges are determined on arms length basis and in ordinary course of business. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service /leasing /user/ resource/ other arrangements/ agreements with the related party based on business requirements and defined scope, timelines and responsibilities and the service charges are determined on arms length basis and in ordinary course of business. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service /leasing /user/ resource/ other arrangements/ agreements with the related party based on business requirements and | Not Applicable |
| 3 | In case of Trade advance(of up to 365 days or such period for which such advances are extended as per normal trade practice),if any, proposed to be extended to the related party in relation to the transaction, specify the following: | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| a Amount of Trade advance | ||||||
| b Tenure | ||||||
| c Whether same is self-liquidating? |
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| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| a(z) | Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the Listed Entity or its subsidiary. | |||||
| 1 | Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks/NBFCs/insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 2 | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/NBFCs/insurance companies/housing finance companies. a. Nature of indebtedness b. Total cost of borrowing c. Tenure d. Other details | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/other lenders. Note: (1) This item of disclosure is not applicable to listed banks/NBFCs/insurance companies/housing finance companies. (2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturity profile to the loan/ICD being granted by the listed entity. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 4 | Proposed interest rate to be charged by listed entity or its subsidiary from the related party. | Interest rate applicable to the transaction shall be not lower than the prevailing bank lending rates | Interest rate applicable to the transaction shall be not lower than the prevailing bank lending rates | Interest rate applicable to the transaction shall be not lower than the prevailing bank lending rates | Interest rate applicable to the transaction shall be not lower than the prevailing bank lending rates | Not Applicable |
| 5 | Maturity/due date | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | Not Applicable |
| 6 | Repayment schedule & terms | The funds shall be payable in accordance with the repayment schedule or on the maturity/due date, as mutually agreed between the parties. | The funds shall be payable in accordance with the repayment schedule or on the maturity/due date, as mutually agreed between the parties. | The funds shall be payable in accordance with the repayment schedule or on the maturity/due date, as mutually agreed between the parties. | The funds shall be payable in accordance with the repayment schedule or on the maturity/due date, as mutually agreed between the parties. | Not Applicable |
| The terms of transaction will be mutually determined by the parties and the same will be on arm's length basis. | The terms of transaction will be mutually determined by the parties and the same will be on arm's length basis. | The terms of transaction will be mutually determined by the parties and the same will be on arm's length basis. | The terms of transaction will be mutually determined by the parties and the same will be on arm's length basis. | |||
| 7 | Whether secured or unsecured? | unsecured | unsecured | unsecured | unsecured | Not Applicable |
| 8 | If secured, the nature of security & security coverage ratio | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 9 | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant To the transaction. | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | Not Applicable |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| C1 | Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the Listed entity or its subsidiary | |||||
| 1 | Latest credit rating of the related party. | |||||
| Note: Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | |
| 2 | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default. | |||||
| Note: | ||||||
| This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. | NO | NO | NO | NO | Not Applicable | |
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting; | ||||||
| b) Whether the related party has been declared a "willful defaulter" by any of its bankers and whether such status is currently subsisting; | NO | NO | NO | NO | Not Applicable | |
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; | NO | NO | NO | NO | Not Applicable | |
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | |
| FY 2025-26 | ||||||
| FY 2024-25 | ||||||
| FY 2023-24 | ||||||
| B(3) | Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary | |||||
| 1 | Source of funds in connection with the proposed transaction. | |||||
| Note: This item of disclosure is not applicable to listed banks/NBFCs/ insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | |
| 2 | Where any financial indebtedness is incurred to make investment, specify the following: | |||||
| Note: This item of disclosure is not applicable to listed banks/NBFCs/ insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | |
| a. Nature of indebtedness | ||||||
| b. Total cost of borrowing | ||||||
| c. Tenure | ||||||
| d. Other details |
3
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BALLOT NOTICE
| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| 3 | Purpose for which funds shall be utilized by the investee company | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Repayment / exigencies of the Related Party | Not Applicable | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing / exigencies of the Related Party | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing / exigencies of the Related Party | Not Applicable |
| 4 | Material terms of the proposed transaction. | The investment will be made in the securities in compliance with the applicable laws | Not Applicable | The investment will be made in the securities in compliance with the applicable laws | The investment will be made in the securities in compliance with the applicable laws | Not Applicable |
| C2 | Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary | |||||
| 1 | Latest credit rating of the related party. | |||||
| Note: | ||||||
| a. Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any | ||||||
| b. This shall be applicable in case of investment in debt securities | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | |
| 2 | Whether any regulatory approval is required. If yes, whether the same has been obtained. | Not Applicable | ||||
| Since the Listed entity is RBI registered non deposit Taking NBFC and is engaged in investment and lending business | Not Applicable | Not Applicable | ||||
| Since the Listed entity is RBI registered non deposit Taking NBFC and is engaged in investment and lending business | Regulatory approvals shall be obtained by the company as and when required | Not Applicable | ||||
| B(4) | Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by listed company or its subsidiary | |||||
| 1 | (a) Rationale for giving guarantee, surety, indemnity or comfort letter | The proposed arrangements for providing guarantees, surety, indemnity, security and/or letters of comfort among related parties are intended to facilitate access to financial assistance on favourable terms and to support the funding requirements of the entities within the group. Such support will help to ensure continuity of operations, optimal utilization of financial resources, and enhanced financial flexibility across the group. | ||||
| These arrangements, proposed in connection with borrowings (including borrowings for capital expenditure purposes), are intended to meet lender requirements and strengthen the overall credit profile of the concerned related parties. Such measures are expected to enhance the financial stability and creditworthiness of the group as a whole. | The Company presently maintains certain existing credit facilities and is also proposing to avail additional loan facilities for meeting its capital expenditure requirements. | |||||
| The proposed arrangements involving the giving and/or availing of guarantees, surety, indemnity, security and/or letters of comfort among related parties are intended to facilitate access to financial assistance on favourable terms and support the funding requirements of the Company and its related parties. Such arrangements are expected to ensure continuity of operations, optimal utilisation of financial resources and enhanced financial flexibility across the group. | The Company may avail loan facilities for meeting its capital expenditure requirements. The proposed arrangements involving the giving and/or availing of guarantees, surety, indemnity, security and/or letters of comfort among related parties are intended to facilitate access to financial assistance on favourable terms and support the funding requirements of the Company and its related parties. Such arrangements are expected to ensure continuity of operations, optimal utilisation of financial resources and enhanced financial flexibility across the group. | Not Applicable | Not Applicable |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| Accordingly, the proposed transactions, if undertaken, would be commercially prudent and in the best interests of the Company. | These arrangements, including the extension, renewal or continuation of support for existing credit facilities as well as proposed borrowings (including borrowings for capital expenditure purposes), are aimed at meeting lender requirements and strengthening the overall credit profile and financial standing of the related parties. This, in turn, is expected to contribute to improved financial stability and operational efficiency at the group level. Accordingly, the proposed transactions are commercially prudent and in the best interests of the Company. | These arrangements, including the extension, renewal or continuation of support for credit facilities (including borrowings for capital expenditure purposes), are aimed at meeting lender requirements and strengthening the overall credit profile and financial standing of the related parties. This, in turn, is expected to contribute to improved financial stability and operational efficiency at the group level. Accordingly, the proposed transactions are commercially prudent and in the best interests of the Company. | Not Applicable | Not Applicable | ||
| Whether it will create a legally binding obligation on listed entity? | Yes | Yes | Yes | Not Applicable | Not Applicable | |
| 2 | Material covenants of the proposed transaction including: (i) commission, if any to be received by the listed entity or its subsidiary; | Yes, as mutually agreed upon. | Yes, as mutually agreed upon. | Yes, as mutually agreed upon. | Not Applicable | Not Applicable |
| (ii) contractual provisions on how the listed entity or its subsidiary will recover the monies in case such guarantee, surety, indemnity or comfort letter is invoked. | The recovery for the above Corporate Guarantee will be dependent upon the terms & conditions at the time of execution of necessary documents. | The recovery for the above Corporate Guarantee will be dependent upon the terms & conditions at the time of execution of necessary documents. | The recovery for the above Corporate Guarantee will be dependent upon the terms & conditions at the time of execution of necessary documents. | Not Applicable | Not Applicable | |
| 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | Not exceeding ₹50 Cr outstanding at any point of time in each FY, together with interest, costs and expenses and all other charges/ amounts payable in accordance with the definitive documents. No provisions are required to be made in the books of account of the subsidiary Company. However in case of providing guarantee / surety, it will be shown under contingent liability of the Listed Entity. | Not exceeding ₹100 Cr outstanding at any point of time in each FY, together with interest, costs and expenses and all other charges/ amounts payable in accordance with the definitive documents (availing / providing). No provisions are required to be made in the books of account of company in case of availing guarantee However in case of providing guarantee / surety, it will be shown under contingent liability of the Listed Entity. | Not exceeding ₹50 Cr outstanding at any point of time in each FY, together with interest, costs and expenses and all other charges/ amounts payable in accordance with the definitive documents (availing / providing). No provisions are required to be made in the books of account of company in case of availing guarantee However in case of providing guarantee / surety, it will be shown under contingent liability of the Listed Company. | Not Applicable | Not Applicable |
| C3 | Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary | |||||
| 1 | If guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter is given in connection with the borrowing by a related party, provide latest credit rating of the related party Note: a. Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any. | Not taken | Not taken | Not taken | Not Applicable | Not Applicable |
POSTAL BALLOT NOTICE
| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| b. This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request | ||||||
| 2 | Details of solvency status and going concern status of the related party during the last three financial years: | Solvent and going concern | Solvent and going concern | Solvent and going concern | Not Applicable | Not Applicable |
| FY 2025-26 | ||||||
| FY 2024-25 | ||||||
| FY 2023-24 | ||||||
| 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee) surely, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | As discussed in B4 (3) | As discussed in B4 (3) | As discussed in B4 (3) | Not Applicable | Not Applicable |
| 4 | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person. | |||||
| Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. In addition, state the following | Nil | Nil | Nil | Not Applicable | Not Applicable | |
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting; | ||||||
| b) Whether the related party has been declared a "wilful defaulter" by any of its bankers and whether such status is currently subsisting; | ||||||
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; | ||||||
| d) Whether the related party, not being an MSML suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016 | ||||||
| Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. | ||||||
| FY 2025-26 | ||||||
| FY 2024-25 | ||||||
| FY 2023-24 |
39
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Growing and Sharing with you
| (1) | (2) | (3) | (4) | (5) | ||
|---|---|---|---|---|---|---|
| B5 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | |||||
| 1 | Material covenants of the proposed transaction | Not Applicable | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | Not Applicable | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. |
| 2 | Interest rate (in terms of numerical value or base rate and applicable spread) | Not Applicable | Interest rate shall not be lower than the prevailing bank rates | Interest rate shall not be lower than the prevailing bank rates | Not Applicable | Interest rate shall not be lower than the prevailing bank rates |
| 3 | Cost of borrowingNote: This shall include all costs associated with the borrowing | Not Applicable | Nil | Nil | Not Applicable | Nil |
| 4 | Maturity/due date | Not Applicable | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | Not Applicable | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties |
| 5 | Repayment schedule & terms | Not Applicable | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | Not Applicable | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. |
| 6 | Whether secured or unsecured | Not Applicable | unsecured | unsecured | Not Applicable | unsecured |
| 7 | If secured, the nature of security & security coverage ratio | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 8 | The purpose for which the funds will be utilized by the listed entity/subsidiary | Not Applicable | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | Not Applicable | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing |
| C4 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | |||||
| 1 | Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statementsNote: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies.a. Before transactionb. After transaction | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 2 | Debt Service Coverage Ratio of the listed entity or its subsidiary based on last audited financial statements. Note: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies.a. Before transactionb. After transaction | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
a
POSTAL
BALLOT NOTICE
Annexure A
Details required to be furnished under the SEBI LODR read with Industry Standards Forum note towards minimum information to be placed before the Shareholders towards related party transactions are placed for approval:
| Particulars | Information provided by the Management | ||||||
|---|---|---|---|---|---|---|---|
| A1 | Basic details of the related party | (6) | (7) | (8) | (9) | (10) | (11) |
| 1 | Name of the related party | Pawan Jain HUF, Promoter Group | Mr. Pawan Jain, Promoter & Director | Mr. Daulat Jain, Promoter and Managing Director | Ashika Private Equity Trust (APET), a Category II - Alternative Investment Fund ("AIF") registered with SEBI. APET propose to launch schemes, in which Listed Entity will be the sponsor to the schemes. Ashika Private Equity Advisor Pvt Ltd, subsidiary of ACCL, will be the Investment Manager to the scheme. | Ashika Alternative Investment (AAI), a Category III - Alternative Investment Fund ("AIF") registered with SEBI. AAI proposes to launch schemes, in which Listed Entity, will be the sponsor to the schemes. Ashika Investment Managers Pvt Ltd, wholly owned subsidiary of ACCL, will be the Investment Manager to the scheme. | Ashika Alternative Assets (AAA), is in process of registration with SEBI as Category III - Alternative Investment Fund ("AIF") AAA propose to launch schemes, in which listed entity will be the sponsor to the schemes. Ashika Investment Managers Pvt Ltd, wholly owned subsidiary of ACCL will be the Investment Manager to the scheme. |
| 2 | Country of incorporation of the related party | INDIA | INDIA | INDIA | INDIA | INDIA | INDIA |
| 3 | Nature of business of the related party | Not Applicable | Not Applicable | Not Applicable | Ashika Private Equity Trust (APET), a category II - Alternative Investment Fund ("AIF"), whose primary objective is to achieve superior returns for its Contributors, through long-term capital commitment, by making, holding, and disposing of equity, and equity-related investments in Portfolio Entities. | Ashika Alternative Investment (AAI), a Category III - Alternative Investment Fund ("AIF"), which aims to maximize risk-adjusted returns over the mid- and long-term through the use of a long-only or long-biased strategy implemented via a portfolio that is mostly constituent of equity and equity-related securities of predominantly india-domiciled issuers. | Ashika Alternative Assets (AAA), a Category II - Alternative Investment Fund ("AIF"), whose primarily objective is to achieve long term capital appreciation in accordance with applicable laws |
A2 Relationship and ownership of the related party
| 1 | Relationship between the listed entity/ subsidiary (in case of transaction involving the subsidiary) and the related party - including nature of its concern(financial or otherwise) and the following: | Pawan Jain HUF is part of promoter group of ACCL Mr. Pawan Jain, Chairman of the company and karta of Pawan Jain HUF. | Mr. Pawan Jain is Non Executive Chairman & Promoter of ACCL | Mr. Daulat Jain is Managing Director & Promoter of ACCL | The Listed Entity shall act as the sponsor, and the Scheme shall be managed through its Investment Manager, Ashika Private Equity Advisors Pvt. Ltd., a subsidiary of the Listed Entity. Subject to commercial considerations, the proposed investment in the Scheme(s) shall be made by the Listed Entity. | The Listed Entity shall act as the sponsor, and the Scheme(s) shall be managed through its Investment Manager, Ashika Investment Manager Pvt. Ltd., a wholly owned subsidiary of the Listed Entity. Subject to commercial considerations, the proposed investment in the Scheme(s) shall be made by the Listed Entity. | The Listed Entity shall act as the sponsor, and the Scheme(s) shall be managed through its Investment Manager, Ashika Investment Manager Pvt. Ltd., a wholly owned subsidiary of the Listed Entity. Subject to commercial considerations, the proposed investment in the Scheme(s) shall be made by the Listed Entity. |
|---|---|---|---|---|---|---|---|
| A Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. | Not Applicable | Not Applicable | Not Applicable | % Shareholding: Nil % Contribution: As per statutory requirement or agreed upon | % Shareholding: Nil % Contribution: As per statutory requirement or agreed upon | % Shareholding: Nil % Contribution: As per statutory requirement or agreed upon | |
| B Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary (in case of transaction involving the subsidiary). | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
ashika
Growing and Sharing with you
| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| C Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary). | Pawan Jain HUF holds 2.57% equity capital in ACCL | Pawan Jain hold 7.40 % equity share capital in ACCL | Daulat Jain hold 1.01 % equity share capital in ACCL | NIL | NIL | NIL | |
| Pawan Jain (Karta of Pawan Jain HUF) holds individually 7.40% equity share capital and its immediate relatives holds 4.52% equity share capital in ACCL | Pawan Jain's immediate relatives hold 7.09% Equity shares capital of ACCL | Daulat Jain, immediate relatives hold 15.36 % Equity shares capital of ACCL | |||||
| A3 | Details of previous transactions with the related party | ||||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. Explanation: Details need to be disclosed separately for listed entity And its subsidiary.@ | Nature of transaction | FY 25-26 (9 in LOKU) | FY 25-26 (9 in LOKU) | FY 25-26 (9 in LOKU) | FY 25-26 (9 in LOKU) | FY 25-26 (9 in LOKU) |
| Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) | 8.53 | Nil | Nil | Nil | Nil | ||
| *Providing Loan and advances (including Interest /other charges) | Nil | Nil | Nil | Nil | Nil | ||
| Investment in shares, securities & other instruments | Nil | Nil | Nil | Nil | Nil | ||
| Providing or availing any Guarantee/ Security/ surety/ indemnity/ comfort letter, in connection with business | Nil | Nil | Nil | Nil | Nil | ||
| *Borrowing (including interest / other charges) | Nil | Nil | Nil | Nil | Nil | ||
| leasing of any property of any kind | Nil | Nil | Nil | Nil | Nil | ||
| Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) | Nil | Nil | 12.67 (Remuneration) | Nil | Nil | ||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | Same as Sr. No. A(3)(1) above | Same as Sr. No. A(3) (1) above | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last three financial year. | No defaults made. | No defaults made. | No defaults made. | No defaults made. | No defaults made. | |
| *The value of above Related Party Transactions, at any point during the financial year did not exceed the limits approved by the shareholders. @The value of Related Party Transactions undertaken by the listed entity has been considered without giving the effect of Composite Scheme of Amalgamation, effective from 15th May, 2026, having an appointed date of 1st April, 2025. |
1
POSTAL
BALLOT NOTICE
| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| A4 | Amount of the proposed transactions | ||||||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders. | The Company is seeking consolidated approval of ₹75 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/requirements) - upto ₹ 50 crore b) Leasing of Property of any kind - upto ₹ 15 crore c) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 10 Crore | The Company is seeking consolidated approval of ₹125 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Borrowing (including Interest /other charges) - not exceeding ₹ 100 crore outstanding, at any point of time in each of FY. b) Other resid-al RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 25 Crore | The Company is seeking consolidated approval of ₹425 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: a) Borrowing (including Interest /other charges) - not exceeding ₹ 100 crore outstanding, at any point of time in each FY. b) Availing any personal Guarantee/ Security/ surety /indemnity / comfort letter, in one or more tranches in connection with business - not exceeding ₹ 300 crore outstanding, at any point of time in each FY. c) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹ 25 Crore | The company is seeking consolidated approval of ₹145 crore for each scheme for each financial year for a period of up to five financial years commencing from FY 2026-27 which includes the following transactions: a) Providing Loan and advances (including Interest /other charges) - not exceeding ₹ 25 crore outstanding at any point of time on a single scheme. b) Investment in shares, securities (AIF units) & other instruments - upto ₹ 120 crore per scheme | The company is seeking consolidated approval of ₹145 crore for each scheme for each financial year for a period of up to five financial years commencing from FY 2026-27 which includes the following transactions: a) Providing Loan and advances (including Interest /other charges) - not exceeding ₹ 25 crore outstanding at any point of time on a single scheme. b) Investment in shares, securities (AIF units) & other instruments - upto ₹ 120 crore per scheme | The company is seeking consolidated approval of ₹145 crore for each scheme for each financial year for a period of up to five financial years commencing from FY 2026-27 which includes the following transactions: a) Providing Loan and advances (including Interest /other charges) - not exceeding ₹ 25 crore outstanding at any point of time on a single scheme. b) Investment in shares, securities (AIF units) & other instruments - upto ₹ 120 crore per scheme |
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? | Yes | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year. | 0.31 times | 0.52 times | 1.77 times | 0.60 times | 0.60 times | 0.60 times |
| 4 | Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary, and where the listed entity is not a party to the transaction) | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable | Not applicable |
| 5 | Value of the proposed transactions as a percentage of the related party's annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding Financial year, if available. | Not Applicable as related party is a HUF | Not Applicable as related party is an individual | Not Applicable as related party is an individual | Not Applicable Since, APET was incorporated and the Scheme has been launched in last qtr of FY 2025-2026, the disclosure in relation to its standalone turnover of the immediately financial year is not applicable. | Not Applicable | Not Applicable. Since, APET was incorporated and the Scheme has been launched in last qtr of FY 2025-2026, the disclosure in relation to its standalone turnover of the immediately financial year is not applicable. |
ashika
Growing and Sharing with you
| (6) | (7) | (8) | (9) | (10) | (11) | |||
|---|---|---|---|---|---|---|---|---|
| 6 | Financial performance of the related party forth immediately preceding financial year: | Particulars | FY 25-26(₹ in lakhs) | FY 25-26(₹ in lakhs) | FY 25-26(₹ in lakhs) | FY 25-26(₹ in lakhs) | FY 25-26(₹ in lakhs) | FY 25-26(₹ in lakhs) |
| Explanations: The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. | Turnover | Not Applicable as related party is a HUF | Not Applicable as related party is an individual | Not Applicable as related party is an individual | Not Applicable | Nil | Not Applicable | |
| Profit After Tax | Not Applicable | Nil | Not Applicable | |||||
| Net Worth | Not Applicable | Nil | Not Applicable | |||||
| A5 Basic details of the proposed transaction | ||||||||
| 1 | Specific type of the proposed transaction (e.g. Sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | |
| 2 | Details of each type of the proposed transaction | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | |
| 3 | Tenure of the proposed transaction (tenure in number of years or months To be specified) | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to three financial years commencing from FY 2026-27. | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to five financial years commencing from FY 2026-27. The actual tenure of scheme depends on specified terms and conditions. | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to five financial years commencing from FY 2026-27. The actual tenure of scheme depends on specified terms and conditions. | The tenure of the proposed transaction, as mentioned in A4(1) above, shall be for each financial year for a period of up to five financial years commencing from FY 2026-27. The actual tenure of scheme depends on specified terms and conditions. | |
| 4 | Whether omnibus approval is being sought? | Yes | Yes | Yes | Yes | Yes | NA | |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above |
14
POSTAL
BALLOT NOTICE
| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity. | Given the nature of NBFC Company, the Company works closely with its related parties (including its promoter, promoter group) to achieve its business objectives. | |||||
| Refer the background, details and benefit of the transaction, the proposed RPTs are undertaken in the ordinary course of business and on an arm's length basis. While both entities belong to the Ashika Group, each operates independently with distinct commercial responsibilities. The transactions are designed to harness group synergies, ensure continuity and reliability in the business transaction, and enhance operational efficiency, without compromising independence. | |||||||
| The said RPTs are undertaken, as mentioned in this Notice with terms and conditions that are generally prevalent in the industry segments and the market that the Company operates in and therefore are in the best interest of the Company and its shareholders, aligning with the Company's strategic objectives and commitment to high standards of corporate governance. | The proposed transactions involve borrowing funds from the Promoter director to support the credit facilities of the listed entity. | ||||||
| These arrangements are in the interest of the listed entity as they ensure timely access to funds required for operational, business, and capital expenditure needs, thereby supporting continuity and growth of operations. The borrowing from the Promoter director provides financial flexibility and facilitates ease of doing business, particularly in situations requiring quick access to funding. | The proposed transactions involve borrowing funds from the Managing Director and Promoter, along with availing their personal guarantees to support the credit facilities of the listed entity. | ||||||
| These arrangements are in the interest of the listed entity as they ensure timely access to funds required for operational, business, and capital expenditure needs, thereby supporting continuity and growth of operations. The borrowing from the Managing Director and Promoter provides financial flexibility and facilitates ease of doing business, particularly in situations requiring quick access to funding. | |||||||
| Further, the provision of personal guarantees/surety/security by the Managing Director and Promoter strengthens the credit profile of the listed entity, enabling it to secure and/or maintain banking facilities in compliance with applicable covenants. Since such guarantees are being extended with/without any guarantee fee, the transaction also results in cost savings, improved liquidity, and overall financial efficiency for the listed entity. | The Company being an NBFC, makes investment in its normal course of business. Therefore, the proposed transactions which are to be entered into by the Company with its Related Parties is in the ordinary course of business and at arm's length contribute to the business of the Company and so, are commercially beneficial to the Company." | The Company being an NBFC, makes investment in its normal course of business. Therefore, the proposed transactions which are to be entered into by the Company with its Related Parties is in the ordinary course of business and at arm's length contribute to the business of the Company and so, are commercially beneficial to the Company." | The Company being an NBFC, makes investment in its normal course of business. Therefore, the proposed transactions which are to be entered into by the Company with its Related Parties is in the ordinary course of business and at arm's length contribute to the business of the Company and so, are commercially beneficial to the Company." |
ashika
Growing and Sharing with you
| (6) | (7) | (8) | (9) | (10) | (11) | |
|---|---|---|---|---|---|---|
| 7 | Details of the promoter(s)/director(s)/key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. | Pawan Jain, Karta of Pawan Jain HUF is Chairman & Promoter of ACCL and Chirag Jain Executive Director & CEO of ACCL is member of the HUF. | Directorships and Interests: | Directorships and Interests: | ACCL is the holding company of APEAPL, holding 51% equity share capital and 100% OCRPS of APEAPL. APEAPL acts as the Investment Manager to the AIF Fund and is also the settlor of the APEI, Trust. | Ashika Credit Capital Limited (ACCL) is the holding company of Ashika Investment Manager Pvt. Ltd. (AIMPL). AIMPL acts as the Investment Manager to the AIF Fund. |
| Explanation: Indirect interest shall mean interest held through any person over which an individual has control. | Mr Pawan Jain is Chairman & Promoter of ACCL. | Mr Daulat Jain, Promoter & Managing Director and Mr Chirag Jain, Executive Director & CEO are immediate relative of Pawan Jain. | Mr. Pawan Jain, Mr. Daulat Jain, and Mr. Chirag Jain, being directors of ACCL and APEAPL, along with their relatives, may be deemed to be concerned or interested in the arrangement only to the extent of their directorships and shareholding interests in ACCL and AEPT. | Mr. Chirag Jain, Director and Key Managerial Personnel ("KMP") of ACCL and Director of AIMPL, is the settlor of the AAA Trust. | Mr. Chirag Jain, Director and Key Managerial Personnel ("KMP") of ACCL and Director of AIMPL, is the settlor of the AAA Trust. | |
| a | Name of the director/KMP | Mr. Daulat Jain, Executive Director & CEO are immediate relative of Pawan Jain. | Extent of Interest: | |||
| b | Shareholding of the director/KMP, whether direct or indirect, in the related party | Exempt of Interest: | Their interest or concern or that of their relatives, is limited only to the extent of their holding directorship/ shareholding in the Company. | Mr. Pawan Jain and Mr. Daulat Jain, Directors of ACCL, along with their relatives, may be deemed to be concerned or interested in the proposed arrangement only to the extent of their directorships and shareholding in ACCL and AAI Trust. | ||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. | Not applicable | Not applicable | Not Applicable | Not Applicable. APET is a SEBI registered AIF, the capital contributions by the Company will be made at face value of the unit(s) of the scheme. | Not Applicable. AAI is a SEBI registered AIF, the capital contributions by the Company will be made at face value of the unit(s) of the scheme. |
| 9 | Other information relevant for decision making. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(i) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(i) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(i) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(i) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(i) of the Companies Act, 2013. |
| B1 | Sale, purchase or supply of goods or services or any other similar business transaction and trade advances | |||||
| 1 | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
14
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| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| 2 | Basis of determination of price. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service / leasing /user/ resource/ other arrangements/ agreements with the related party based on business requirements and defined scope, timelines and responsibilities and the service charges are determined on arms length basis and in ordinary course of business. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 3 | In case of Trade advance(of up to 365 days or such period for which such advances are extended as per normal trade practice),if any, proposed to be extended to the related party in relation to the transaction, specify the following: | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| a | Amount of Trade advance | ||||||
| b | Tenure | ||||||
| c | Whether same is self-liquidating? | ||||||
| B(3) Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the Listed Entity or its subsidiary. | |||||||
| 1 | Source of funds in connection with the proposed transaction. Note: This item of disclosure is not applicable to listed banks/NBFCs/ insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 2 | Where any financial indebtedness is incurred to give loan, inter-corporate deposit or advance, specify the following: Note: This item of disclosure is not applicable to listed banks/NBFCs/ insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| a. | Nature of indebtedness | ||||||
| b. | Total cost of borrowing | ||||||
| c. | Tenure | ||||||
| d. | Other details | ||||||
| 3 | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/other lenders. Note: (1) This item of disclosure is not applicable to listed banks/NBFCs/ insurance companies/housing finance companies. (2) Disclosure shall be made of borrowings undertaken by the listed entity with a comparable maturity profile to the loan/ICD being granted by the listed entity. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
ashika
Growing and Sharing with you
| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| 4 | Proposed interest rate to be charged by listed entity or its subsidiary from the related party. | Not Applicable | Not Applicable | Not Applicable | Interest rate applicable to the transaction shall be not lower than the prevailing bank lending rates | Interest rate applicable to the transaction shall be not lower than the prevailing bank lending rates | Interest rate applicable to the transaction shall be not lower than the prevailing bank lending rates |
| 5 | Maturity/due date | Not Applicable | Not Applicable | Not Applicable | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties |
| 6 | Repayment schedule & terms | Not Applicable | Not Applicable | Not Applicable | The funds shall be payable in accordance with the repayment schedule or on the maturity/due date, as mutually agreed between the parties. The terms of transaction will be mutually determined by the parties and the same will be on arm's length basis. | The funds shall be payable in accordance with the repayment schedule or on the maturity/due date, as mutually agreed between the parties. The terms of transaction will be mutually determined by the parties and the same will be on arm's length basis. | The funds shall be payable in accordance with the repayment schedule or on the maturity/due date, as mutually agreed between the parties. The terms of transaction will be mutually determined by the parties and the same will be on arm's length basis. |
| 7 | Whether secured or unsecured? | Not Applicable | Not Applicable | Not Applicable | unsecured | unsecured | unsecured |
| 8 | If secured, the nature of security & security coverage ratio | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 9 | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant To the transaction. | Not Applicable | Not Applicable | Not Applicable | It will be utilised for the purpose of Capital expenditure/Working capital Requirements | It will be utilised for the purpose of Capital expenditure/Working capital Requirements | It will be utilised for the purpose of Capital expenditure/Working capital Requirements |
| C1 | Disclosure only in case of transactions relating to any loans and advances (other than trade advances), Inter-corporate deposits given by the listed entity or its subsidiary | ||||||
| 1 | Latest credit rating of the related party. Note: Standalone rating to be provided while option to provide structured obligation rating(SO rating)and credit enhancement rating (CE rating), if any | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 2 | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person and value of subsisting default. Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting; | Not Applicable | Not Applicable | Not Applicable | NO | NO | NO |
| b) Whether the related party has been declared a "willful defaulter" by any of its bankers and whether such status is currently subsisting; | Not Applicable | Not Applicable | Not Applicable | NO | NO | NO | |
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; | Not Applicable | Not Applicable | Not Applicable | NO | NO | NO |
a
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BALLOT NOTICE
| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | |
| FY 2025-26 | |||||||
| FY 2024-25 | |||||||
| FY 2023-24 | |||||||
| B(3) Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary | |||||||
| 1 | Source of funds in connection with the proposed transaction.Note: This item of disclosure is not applicable to listed banks/NBFCs/insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 2 | Where any financial indebtedness is incurred to make investment, specify the following:Note: This item of disclosure is not applicable to listed banks/NBFCs/insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| a. Nature of indebtedness | |||||||
| b. Total cost of borrowing | |||||||
| c. Tenure | |||||||
| d. Other details | |||||||
| 3 | Purpose for which funds shall be utilized by the investee company | Not Applicable | Not Applicable | Not Applicable | The capital contribution will be utilized for further investment in equity, equity linked instruments, preference shares/preferred stock/warrants for equity conversion, options to subscribe to equity/ equity linked instruments, debt instruments, convertibles and other securities (as per the AIF Regulations) and other investments of unlisted investee companies that qualify under the AIF Regulation or as specified by any other government authority. | The capital contribution will be utilized for further investment in equity, equity linked instruments, preference shares/ preferred stock/ warrants for equity conversion, options to subscribe to equity/ equity linked instruments, debt instruments, convertibles and other securities (as per the AIF Regulations) and other investments of unlisted investee companies that qualify under the AIF Regulation or as specified by any other government authority. | The capital contribution will be utilized for further investment in equity, equity linked instruments, preference shares/ preferred stock/ warrants for equity conversion, options to subscribe to equity/ equity linked instruments, debt instruments, convertibles and other securities (as per the AIF Regulations) and other investments of unlisted investee companies that qualify under the AIF Regulation or as specified by any other government authority. |
| 4 | Material terms of the proposed transaction. | Not Applicable | Not Applicable | Not Applicable | The transaction will be executed as per the agreed terms and conditions envisage in contribution agreement/ arrangements at the time of investment | The transaction will be executed as per the agreed terms and conditions envisage in contribution agreement/ arrangements at the time of investment | The transaction will be executed as per the agreed terms and conditions envisage in contribution agreement/ arrangements at the time of investment |
| C2 | Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary | ||||||
| 1 | Latest credit rating of the related party.Note:a. Standalone rating to be provided while option to provide structured obligation rating (50 rating) and credit enhancement rating (CE rating), if anyb. This shall be applicable in case of investment in debt securities | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
ashika
Growing and Sharing with you
| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| 2 | Whether any regulatory approval is required, if yes, whether the same has been obtained. | Not Applicable | Not Applicable | Not Applicable | The contribution shall be in line with applicable AIF regulations & other Law and wherever required approval of regulators will be obtained | The contribution shall be in line with applicable AIF regulations & other Law and wherever required approval of regulators will be obtained | The contribution shall be in line with applicable AIF regulations & other Law and wherever required approval of regulators will be obtained |
| B(4) | Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by listed company or its subsidiary | ||||||
| 1 | (a) Rationale for giving guarantee, surety, indemnity or comfort letter | Not Applicable | Not Applicable | ACCL currently maintains existing credit facilities and is also proposing to avail additional loan facilities to fund its capital expenditure requirements. The proposed personal guarantees are intended to support the Company in complying with lender requirements, including guarantees for proposed borrowings, thereby enabling access to funding and ensuring continuity of its financing arrangements. Accordingly, the proposed transactions, if undertaken, would be commercially prudent and in the best interests of the Company. | Not Applicable | Not Applicable | Not Applicable |
| Whether it will create a legally binding obligation on listed entity? | Not Applicable | Not Applicable | yes | Not Applicable | Not Applicable | Not Applicable | |
| 2 | Material covenants of the proposed transaction including: (i) commission, if any to be received by the listed entity or its subsidiary; | Not Applicable | Not Applicable | No | Not Applicable | Not Applicable | Not Applicable |
| (ii) contractual provisions on how the listed entity or its subsidiary will recover the monies in case such guarantee, surety, indemnity or comfort letter is invoked. | Not Applicable | Not Applicable | Nil | Not Applicable | Not Applicable | Not Applicable | |
| 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | Not Applicable | Not Applicable | Not exceeding ₹ 300 Cr outstanding at any point of time in each FY. No provisions are required to be made in the books of account of related party | Not Applicable | Not Applicable | Not Applicable |
| C3 Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary | |||||||
| 1 | If guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter is given in connection with the borrowing by a related party, provide latest credit rating of the related party Note: a. Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any. | Not Applicable | Not Applicable | Not taken | Not Applicable | Not Applicable | Not Applicable |
51
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| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| b. This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request | |||||||
| 2 | Details of solvency status and going concern status of the related party during the last three financial years: | Not Applicable | Not Applicable | Not Applicable, as the related party is an individual | Not Applicable | Not Applicable | Not Applicable |
| FY 2025-26 | |||||||
| FY 2024-25 | |||||||
| FY 2023-24 | |||||||
| 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee) surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | Not Applicable | Not Applicable | As discslosed in B4(3) | Not Applicable | Not Applicable | Not Applicable |
| 4 | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person. | Not Applicable | Not Applicable | Nil | Not Applicable | Not Applicable | Not Applicable |
| Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. In addition, state the following | |||||||
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting; | |||||||
| b) Whether the related party has been declared a "wilful defaulter" by any of its bankers and whether such status is currently subsisting; | |||||||
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; | |||||||
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the insolvency and Bankruptcy Code, 2016 | |||||||
| Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. | |||||||
| FY 2025-26 | |||||||
| FY 2024-25 | |||||||
| FY 2023-24 | |||||||
| B5 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | ||||||
| 1 | Material covenants of the proposed transaction | Not Applicable | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | Not Applicable | Not Applicable | Not Applicable |
ashika
Growing and Sharing with you
| (6) | (7) | (8) | (9) | (10) | (11) | ||
|---|---|---|---|---|---|---|---|
| 2 | Interest rate (in terms of numerical value or base rate and applicable spread) | Not Applicable | interest rate shall not be lower than the prevailing bank rates | Interest rate shall not be lower than the prevailing bank rates | Not Applicable | Not Applicable | Not Applicable |
| 3 | Cost of borrowingNote: This shall include all costs associated with the borrowing | Not Applicable | Nil | Nil | Not Applicable | Not Applicable | Not Applicable |
| 4 | Maturity/due date | Not Applicable | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | Not Applicable | Not Applicable | Not Applicable |
| 5 | Repayment schedule & terms | Not Applicable | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | Not Applicable | Not Applicable | Not Applicable |
| 6 | Whether secured or unsecured | Not Applicable | unsecured | unsecured | Not Applicable | Not Applicable | Not Applicable |
| 7 | If secured, the nature of security & security coverage ratio | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 8 | The purpose for which the funds will be utilized by the listed entity/subsidiary | Not Applicable | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | Not Applicable | Not Applicable | Not Applicable |
| C4 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | ||||||
| 1 | Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statements | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| Note: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies. | |||||||
| a. Before transaction | |||||||
| b. After transaction | |||||||
| 2 | Debt Service Coverage Ratio of the listed entity or its subsidiary based on last audited financial statements. Note: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies. | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| a. Before transaction | |||||||
| b. After transaction |
The Details mentioned in the B(1) of the Standard are not applicable on Related Parties mentioned in Column No. 5,7,8,9,10 and 11
The Details mentioned in the B(2) and C(1) of the Standard are not applicable on Related Parties mentioned in Column No. 5,6,7 and 8
The Details mentioned in the B(3) and C(2) of the Standard are not applicable on Related Parties mentioned in Column No. 2, 5,6, 7 and 8
The Details mentioned in the B(4) and C(3) of the Standard are not applicable on Related Parties mentioned in Column No. 4,5,6,7,9,10 and 11
The Details mentioned in the B(5) and C(4) of the Standard are not applicable on Related Parties mentioned in Column No. 1, 4, 6, 9,10 and 11
a
POSTAL
BALLOT NOTICE
Annexure B
Details required to be furnished under the SEBI LODR read with Industry Standards Forum note towards minimum information to be placed before the Shareholders towards related party transactions are placed for approval:
| SI No. | Particulars of the information | Information provided by the management | |||
|---|---|---|---|---|---|
| Name of the Company entering into transaction | ASHIKA STOCK SERVICES LIMITED (ASSL), WOS OF ACCL | ASHIKA STOCK SERVICES LIMITED (ASSL), WOS OF ACCL | ASHIKA STOCK SERVICES LIMITED (ASSL), WOS OF ACCL | ASHIKA STOCK SERVICES LIMITED (ASSL), WOS OF ACCL | |
| A1 | Basic details of the related party | (1) | (2) | (3) | (4) |
| 1 | Name of the related party | Mr. Daulat Jain | Ashika Private Equity Advisors Private Limited (APEAPL) | Ashika Capital Limited (ACL) | Ashika Global Finance Private Limited (AGFPL), Promoter Company of ACCL |
| 2 | Country of incorporation of the related party | INDIA | INDIA | INDIA | INDIA |
| 3 | Nature of business of the related party | Not Applicable | APEAPL is an Investment manager to the Schemes/ fund, floated by Ashika Private Equity Trust (APET), a trust registered with SEBI as a Category II - AIF | Ashika Capital Limited ("ACL") is a SEBI-registered Category I Merchant Banker and offers a full range of financial services like issue management, placement of equity shares, corporate restructuring, acquisitions and takeovers, advisory services, debt syndication, buyback/delisting of shares, fair valuation of shares and project appraisal, among others. | Ashika Global Finance Private Limited is a non-deposit taking Non- Banking Finance Institution (investment and Credit Company) categorized as Middle Layer NBFC and is engaged in lending and investment activities. |
| A2 | Relationship and ownership of the related party | ||||
| 1 | Relationship between the listed entity/ subsidiary (in case of transaction involving the subsidiary) and the related party — including nature of its concern(financial or otherwise) and the following: | Mr. Daulat Jain is Managing Director (KMP) and Promoter of ASSL, is also the Promoter and Managing Director (KMP) of the Listed Entity | Fellow Subsidiary | ACL is the promoter company of the Listed Entity. Hence, a related party of ASSL | AGFPL is the promoter company of Listed Entity. Hence a related party of ASSL |
| A | Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. | Not Applicable | ASSL is the Wholly Owned Subsidiary of the Listed Entity. Listed Entity holds 51% Equity share capital and 100% of Optionally Convertible Redeemable Preference Share capital of APEAPL. ASSL does not hold any shares in APEAPL. | ASSL is the Wholly Owned Subsidiary of the Listed Entity. ACL is a part of Promoter group of the Listed Entity. Further Listed Entity also holds 19.85% of the Equity Capital of ACL ASSL does not hold any shares in AGFPL. | ASSL is the Wholly Owned Subsidiary of the Listed Entity. AGFPL is a part of Promoter group of the Listed Entity. ASSL does not hold any shares in AGFPL. |
| B | Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary (in case of transaction involving the subsidiary). | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| C | Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary). Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/ Subsidiary related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered | Mr. Daulat Jain, jointly with ACCL holds 100 shares of ASSL. Further Mr Daulat Jain's relatives holds - 300 shares jointly with ACCL in ASSL | Nil | Nil | Nil |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | ||
|---|---|---|---|---|---|
| A3 | Details of previous transactions with the related party | ||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. Explanation: Details need to be disclosed separately for listed entity And its subsidiary. | Nature of transaction | FY 25-26(€ in lakhs) | FY 25-26(€ in lakhs) | FY 25-26(€ in lakhs) |
| Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/requirements) | 0.21 | Nil | 967.76 | ||
| Providing Loan and advances (including Interest /other charges) | Nil | Nil | Nil | ||
| Investment in shares, securities & other instruments | Nil | Nil | Nil | ||
| Providing or availing any Guarantee/Security/surety/ indemnity/comfort letter, in connection with business | Nil | Nil | Nil | ||
| Borrowing (including Interest /other charges) | Nil | Nil | Nil | ||
| leasing of any property of any kind | Nil | Nil | Nil | ||
| Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) | 112.18(remuneration) | Nil | Nil | ||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last three financial year. | No defaults made. | No defaults made. | No defaults made. |
6
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BALLOT NOTICE
| (1) | (2) | (3) | (4) | ||
|---|---|---|---|---|---|
| A4 | Amount of the proposed transactions | ||||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders. | The Company is seeking approval of ₹960 crore for each financial year for a period of up to three financial years commencing from FY 2026-27 which includes | The Company is seeking consolidated approval of ₹40 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: | The Company is seeking consolidated approval of ₹85 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: | The Company is seeking consolidated approval of ₹50 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: |
| (1) Borrowing (including interest /other charges)- not exceeding ₹200 Cr outstanding at any point of time in each FY. | a) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) - upto ₹30 crore. | a) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) - upto ₹75 crore. | a) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements) - upto ₹100 crore. | ||
| (2) Availing of Personal Guarantee-not exceeding ₹750 Cr outstanding at any point of time in each FY. | b) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹10 Crore | b) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹10 Crore | b) Borrowing (including interest /other charges) not exceeding ₹200 Cr outstanding at any point of time in each FY. | ||
| (3) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹10 Crore | c) Availing any Guarantee/ Security/ surety/ indemnity/ comfort letter, in connection with business not exceeding ₹200 Cr outstanding at any point of time in each FY. | d) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) - Upto ₹10 Crore | |||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year. | 4.00 times | 0.17 times | 0.35 times | 2.12 times |
| 4 | Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary, and where the listed entity is not a party to the transaction) | 6.65 times | 0.28 times | 0.59 times | 3.53 times |
| 5 | Value of the proposed transactions as a percentage of the related party's annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding Financial year, if available. | Not Applicable as related party is an individual | The Company was not operational during the financial year FY 2025-2026. Accordingly, as per the latest audited financial statements as at 31 March 2026, the Company did not record any turnover. Consequently, turnover figures are not available for determining the value of the proposed transaction as a percentage of the annual consolidated turnover of the related party. | 5.68 times (as per last Audited FY 2024-2025) | 19.95 times |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | |||
|---|---|---|---|---|---|---|
| 6 | Financial performance of the related party forth immediately preceding financial year: | Particulars | FY 25-26(€ in Lakh) | FY 25-26(€ in Lakh) | FY 24-25(€ in Lakh) | FY 25-26(€ in Lakh) |
| Explanations: The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. | Turnover | Not Applicable as related party is an individual | 0 | 1496.73 | 2677.31 | |
| Profit After Tax | -200.44 | 141.69 | -2606.78 | |||
| Net Worth | -6.22 | 2213.61 | 10442.53 | |||
| A5 | Basic details of the proposed transaction | |||||
| 1 | Specific type of the proposed transaction (e.g. Sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above |
| 2 | Details of each type of the proposed transaction | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above |
| 3 | Tenure of the proposed transaction (tenure in number of years or months To be specified) | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | |
| 4 | Whether omnibus approval is being sought? | No | No | No | No | |
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | |
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity. | The proposed transactions involve borrowing funds from the Managing Director and Promoter, along with availing personal guarantees to support the credit facilities of ASSL. These arrangements are in the interest of ASSL as they ensure timely access to funds required for operational, business, and capital expenditure needs, thereby supporting continuity and growth of operations and also availing new and/or renew existing personal guarantees, enabling borrowings in compliance with banking covenants. This arrangement is expected to enhance company's performance. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. | The proposed transactions between the subsidiary and the related parties are integral to the Group's business model and contribute to the value creation of the listed entity. These arrangements enable the related parties to leverage established relationships, infrastructure, services and domain expertise within the Group, resulting in improved operational efficiency, cost optimization, and scalability of business operations, and directly or indirectly benefit the subsidiaries, the Listed Entity and the related parties. Since the financial performance of the subsidiary is consolidated with the Listed Entity, such transactions have an impact on the revenue, profitability and overall financial position of the listed entity. The transactions therefore support sustainable business growth, enhance shareholder value, and are in the best interests of the Listed Entity and its stakeholders. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. | The proposed transactions between the subsidiary and the related parties are integral to the Group's business model and contribute to the value creation of the listed entity. These arrangements enable the related parties to leverage established relationships, infrastructure, services and domain expertise within the Group, resulting in improved operational efficiency, cost optimization, and scalability of business operations, and directly or indirectly benefit the subsidiaries, the Listed Entity and the related parties. Since the financial performance of the subsidiary is consolidated with the Listed Entity, such transactions have an impact on the revenue, profitability and overall financial position of the listed entity. The transactions therefore support sustainable business growth, enhance shareholder value, and are in the best interests of the Listed Entity and its stakeholders. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. | The proposed transactions between the subsidiary and the related parties are integral to the Group's business model and contribute to the value creation of the listed entity. These arrangements enable the related parties to leverage established relationships, infrastructure, services and domain expertise within the Group, resulting in improved operational efficiency, cost optimization, and scalability of business operations, and directly or indirectly benefit the subsidiaries, the Listed Entity and the related parties. Since the financial performance of the subsidiary is consolidated with the Listed Entity, such transactions have an impact on the revenue, profitability and overall financial position of the listed entity. The transactions therefore support sustainable business growth, enhance shareholder value, and are in the best interests of the Listed Entity and its stakeholders. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. |
6
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BALLOT NOTICE
| (1) | (2) | (3) | (4) | |||
|---|---|---|---|---|---|---|
| 7 | Details of the promoter(s)/ director(s) /key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. | |||||
| a | Name of the director/KMP | Directorships and Interests: | Directorships and Interests: | Directorships and Interests: | Directorships and Interests: | |
| b | Shareholding of the director/KMP, whether direct or indirect, in the related party | Mr. Daulat Jain, Promoter and Managing Director (KMP) of the ACCL (Listed Entity) is directly involved in the transaction. Further, Mr. Daulat Jain jointly holds 100 equity shares in ASSL along with ACCL. | Mr. Pawan Jain, Chairman & Promoter of ACCL, also serves as Director of APFAPL. | Mr. Pawan Jain - Chairman & Promoter of ACCL, is also a Director of ACCL. | Mr. Pawan Jain, Chairman & Promoter of ACCL, is also a Director of AGFPL. | |
| Mr. Amit Jain, Director of Listed Entity is Director & KMP of ASSL. Mr. Gaurav Jain, KMP of Listed Entity is the director of ASSL. | Mr. Daulat Jain, Managing Director of ACCL, and Mr. Chirag Jain, Executive Director & CEO of ACCL - both Key Managerial Personnel (KMPs) of ACCL - are also Directors of APFAPL. Further, Mr Daulat Jain is also Managing Director & KMP in ASSL. | Mr. Daulat Jain - Managing Director (KMP) & Promoter of ACCL & ASSL, is also a Director of ACCL. | Mr. Daulat Jain is the Managing Director (KMP) and Promoter of ACCL & ASSL, and also serves as a Director of AGFPL. | |||
| Extent of Interest: The interest or concern of the aforementioned individuals, or that of their relatives, is confined solely to their capacity as directors and/or shareholders in the Company and ASSL. | Mr. Amit Jain, Director of Listed Entity is Director & KMP of ASSL. Mr. Gaurav Jain, KMP of Listed Entity is the director of ASSL. | Mr. Chirag Jain - Executive Director & CEO (KMP) of ACCL, is also a Director of ACCL. Mr. Amit Jain, Director of Listed Entity is Director & KMP of ASSL. Mr. Gaurav Jain, KMP of Listed Entity is the director of ASSL. | Mr. Amit Jain, Director of Listed Entity is Director & KMP of ASSL. He is also an Additional Non-Executive Director in AGFPL. Mr. Gaurav Jain, KMP of Listed Entity is the director of ASSL. | |||
| Extent of Interest: The interest or concern of the aforementioned individuals, or that of their relatives, is confined solely to their capacity as directors and/or shareholders in the Company and APFAPL. | The interest or concern of the above individuals, or that of their relatives, is limited strictly to their capacity as directors and/or shareholders in Company and ACCL. | The interest or concern of the above individuals, or that of their relatives, is limited strictly to their capacity as directors and/or shareholders in Company and AGFPL. | ||||
| 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. | Not Applicable | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | |
| 9 | Other information relevant for decision making. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | |
| 81 | Sale, purchase or supply of goods or services or any other similar business transaction and trade advances | |||||
| 1 | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. | Not Applicable | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | |
| 2 | Basis of determination of price. | Not Applicable | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service /leasing / user/ resource/ other arrangements/ agreements with the related party based on business requirements and defined scope, timelines and terms & conditions. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service /leasing / user/ resource/ other arrangements/ agreements with the related party based on business requirements and defined scope, timelines and terms & conditions. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service /leasing / user/ resource/ other arrangements/ agreements with the related party based on business requirements and defined scope, timelines and terms & conditions. |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | |
|---|---|---|---|---|
| 3 | In case of Trade advance(of up to 365 days or such period for which such advances are extended as per normal trade practice),if any, proposed to be extended to the related party in relation to the transaction, specify the following: | Not Applicable | Not Applicable | Not Applicable |
| a | Amount of Trade advance | |||
| b | Tenure | |||
| c | Whether same is self-liquidating? | |||
| 8(4) | Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by listed company or its subsidiary | |||
| 1 | (a) Rationale for giving guarantee, surety, indemnity or comfort letter | ASSL currently maintains existing credit facilities and is also proposing to avail additional loan facilities to fund its capital expenditure requirements. The proposed personal guarantees are intended to support the Company in complying with lender requirements, including renewal of guarantees for existing facilities and extension of guarantees for proposed borrowings, thereby enabling access to funding and ensuring continuity of its financing arrangements.Such support will help ensure continuity of operations, optimal utilization of financial resources, and enhanced financial flexibility across the group. | Not Applicable | Not Applicable |
| Whether it will create a legally binding obligation on listed entity? | Nil | Not Applicable | Not Applicable | |
| 2 | Material covenants of the proposed transaction including:(i) commission, if any to be received by the listed entity or its subsidiary; | Nil | Not Applicable | Not Applicable |
| (ii) contractual provisions on how the listed entity or its subsidiary will recover the monies in case such guarantee, surety, indemnity or comfort letter is invoked. | Not Applicable | Not Applicable | Not Applicable | The recovery for the above Corporate Guarantee will be dependent upon the terms & conditions at the time of execution of necessary documents. |
| 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary.Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | Not Applicable | Not Applicable | Not Applicable |
7
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BALLOT NOTICE
| (1) | (2) | (3) | (4) | ||
|---|---|---|---|---|---|
| C3 | Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary | ||||
| 1 | If guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter is given in connection with the borrowing by a related party, provide latest credit rating of the related party | BBB+ (Long Term) A2+ (Short Term) | Not Applicable | Not Applicable | BBB+ (Long Term) A2+ (Short Term) |
| Note: a. Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any. | |||||
| b. This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request | |||||
| 2 | Details of solvency status and going concern status of the related party during the last three financial years: | Not Applicable | Not Applicable | Not Applicable | Solvent and going concern |
| FY 2025-26 | |||||
| FY 2024-25 | |||||
| FY 2023-24 | |||||
| 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee) surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | As discslosed in B4(3) | Not Applicable | Not Applicable | As discslosed in B4(3) |
| 4 | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person. | Nil | Not Applicable | Not Applicable | Nil |
| Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. In addition, state the following | |||||
| a) Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting; | |||||
| b) Whether the related party has been declared a "willful defaulter" by any of its bankers and whether such status is currently subsisting; | |||||
| c) Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; | |||||
| d) Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016 | |||||
| Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. | |||||
| FY 2025-26 | |||||
| FY 2024-25 |
ashika
Growing and Sharing with you
| (1) | (2) | (3) | (4) | ||
|---|---|---|---|---|---|
| B5 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | ||||
| 1 | Material covenants of the proposed transaction | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | Not Applicable | Not Applicable | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. |
| 2 | Interest rate (in terms of numerical value or base rate and applicable spread) | Interest rate shall not be lower than the prevailing bank rates | Not Applicable | Not Applicable | Interest rate shall not be lower than the prevailing bank rates |
| 3 | Cost of borrowingNote: This shall include all costs associated with the borrowing | Nil | Not Applicable | Not Applicable | Nil |
| 4 | Maturity/due date | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | Not Applicable | Not Applicable | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties |
| 5 | Repayment schedule & terms | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | Not Applicable | Not Applicable | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. |
| 6 | Whether secured or unsecured | unsecured | Not Applicable | Not Applicable | unsecured |
| 7 | If secured, the nature of security & security coverage ratio | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| 8 | The purpose for which the funds will be utilized by the listed entity/ subsidiary | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | Not Applicable | Not Applicable | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing |
| C4 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | ||||
| 1 | Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statementsNote: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies. | Not Applicable | Not Applicable | ||
| a. Before transaction | 0.61 | 0.61 | |||
| b. After transaction | To be determined after execution of the transaction | To be determined after execution of the transaction | |||
| 2 | Debt Service Coverage Ratio of the listed entity or its subsidiary based on last audited financial statements.Note: This shall not be applicable to listed banks/NBFC /insurance companies/ housing finance companies. | Not Applicable | Not Applicable | ||
| a. Before transaction | 0.36 | 0.36 | |||
| b. After transaction | To be determined after execution of the transaction | To be determined after execution of the transaction |
6
POSTAL
BALLOT NOTICE
Annexure B
Details required to be furnished under the SEBI LODR read with Industry Standards Forum note towards minimum information to be placed before the Shareholders towards related party transactions are placed for approval:
| SI No. | Particulars of the information | Information provided by the management | ||||
|---|---|---|---|---|---|---|
| Name of the Company entering into transaction | ASHIKA PRIVATE EQUITY ADVISORS PRIVATE LIMITED (APEAPL), SUBSIDIARY OF ACCL | ASHIKA BUSINESS PRIVATE LIMITED (ABPL), WOS OF ACCL | ASHIKA BUSINESS PRIVATE LIMITED (ABPL), WOS OF ACCL | ASHIKA INVESTMENT MANAGERS PRIVATE LIMITED (AIMPL), WOS OF ACCL | ASHIKA GLOBAL FAMILY OFFICE SERVICES PRIVATE LIMITED (AGFOSPL), WOS OF ACCL | |
| A1 | Basic details of the related party | (5) | (6) | (7) | (8) | |
| 1 | Name of the related party | Ashika Global Finance Private Limited (AGFPL), Promoter Company of ACCL | Mr. Daulat Jain | Ashika Global Finance Private Limited (AGFPL), Promoter Company of ACCL | Ashika Global Finance Private Limited (AGFPL), Promoter Company of ACCL | Ashika Global Finance Private Limited (AGFPL), Promoter Company of ACCL |
| 2 | Country of incorporation of the related party | INDIA | INDIA | INDIA | INDIA | INDIA |
| 3 | Nature of business of the related party | Ashika Global Finance Private Limited is a non-deposit taking Non-Banking Finance Institution (Investment and Credit Company) categorized as Middle Layer NBFC and is engaged in lending and investment activities. | Not Applicable | Ashika Global Finance Private Limited is a non-deposit taking Non-Banking Finance Institution (Investment and Credit Company) categorized as Middle Layer NBFC and is engaged in lending and investment activities. | Ashika Global Finance Private Limited is a non-deposit taking Non-Banking Finance Institution (Investment and Credit Company) categorized as Middle Layer NBFC and is engaged in lending and investment activities. | Ashika Global Finance Private Limited is a non-deposit taking Non-Banking Finance Institution (Investment and Credit Company) categorized as Middle Layer NBFC and is engaged in lending and investment activities. |
| A2 | Relationship and ownership of the related party | |||||
| 1 | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party - including nature of its concern (financial or otherwise) and the following: | AGFPL is the promoter company of Listed Entity. Hence a related party of APEAL | Mr. Daulat Jain is the Director of ABPL, also Promoter and Managing Director (KMP) of the Listed Entity | AGFPL is the promoter company of Listed Entity. Hence a related party of ABPL | AGFPL is the promoter company of Listed Entity. Hence a related party of ABPL | AGFPL is the promoter company of Listed Entity. Hence a related party of AGFOSPL |
| A | Shareholding of the listed entity/subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. | APEAPL is the subsidiary of the Listed Entity. | Not Applicable | ABPL is the Wholly Owned Subsidiary of the Listed Entity. | AIMPL is the Wholly Owned Subsidiary of the Listed Entity. | AGFOSPL is the Wholly Owned Subsidiary of the Listed Entity. |
| AGFPL is a part of Promoter group of the Listed Entity. | AGFPL is a part of Promoter group of the Listed Entity. | AGFPL is a part of Promoter group of the Listed Entity. | AGFPL is a part of Promoter group of the Listed Entity. | |||
| APEAPL does not hold any shares in AGFPL. | ABPL does not hold any shares in AGFPL. | AIMPL does not hold any shares in AGFPL. | AIMPL does not hold any shares in AGFPL. | |||
| B | Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/subsidiary (in case of transaction involving the subsidiary). | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable |
| C | Shareholding of the related party, whether direct or indirect, in the listed entity/subsidiary (in case of transaction involving the subsidiary).Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity (Subsidiary) related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered | NIL | Nil | NIL | NIL | NIL |
ashika
Growing and Sharing with you
| (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|
| A3 | Details of previous transactions with the related party | |||||
| 1 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year. Explanation: Details need to be disclosed separately for listed entity And its subsidiary | Nature of transaction | FY 25-26(€ in lakhs) | FY 25-26(€ in lakhs) | FY 25-26(€ in lakhs) | FY 25-26(€ in lakhs) |
| Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/requirements) | Nil | Nil | Nil | Nil | ||
| Providing Loan and advances (including Interest /other charges) | Nil | Nil | Nil | Nil | ||
| Investment in shares, securities & other instruments | Nil | Nil | Nil | Nil | ||
| Providing or availing any Guarantee/Security/surety/ indemnity/comfort letter, in connection with business | Nil | Nil | 60.00 | Nil | ||
| Borrowing (including Interest /other charges) | Nil | Nil | 3769.63 (aggregate loan) | Nil | ||
| leasing of any property of any kind | Nil | Nil | Nil | Nil | ||
| Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/other expenses paid or received) | Nil | Nil | Nil | Nil | ||
| 2 | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | Same as Sr. No. A3(1) above | |
| 3 | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last three financial year. | No defaults made. | No defaults made. | No defaults made. | No defaults made. |
63
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BALLOT NOTICE
| (5) | (6) | (7) | (8) | (9) | ||
|---|---|---|---|---|---|---|
| A4 | Amount of the proposed transactions | |||||
| 1 | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/shareholders. | The Company is seeking consolidated approval of ₹85 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: | The Company is seeking approved of ₹200 crore for each financial year for a period of up to three financial years commencing from FY 2026-27 which includes | The Company is seeking approved of ₹200 crore for each financial year for a period of up to three financial years commencing from FY 2026-27 which includes the following transactions: | The Company is seeking consolidated approval of ₹110 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: | The Company is seeking consolidated approval of ₹110 crore for each financial year for a period of up to three financial years commencing from FY 2026-27, which includes the following transactions: |
| a) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements)- upto ₹25 crore | (1) Borrowing (including Interest /other charges)- not exceeding ₹50 crore outstanding at any point of time in each FY. | (a) Providing or availing any Guarantee/ Security/ surety/ indemnity/ comfort letter, in connection with business - not exceeding ₹50 crore outstanding at any point of time in each FY. | (a) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements)- upto ₹50 crore | (a) Sale, purchase, or supply of goods or services (including Transfer or exchange of any resources, services or obligations to meet its business objectives/ requirements)- upto ₹50 crore | ||
| b) Borrowing (including Interest /other charges)- not exceeding ₹50 crore outstanding at any point of time in each FY. | b) Borrowing (including Interest /other charges)- not exceeding ₹50 crore outstanding at any point of time in each FY. | b) Borrowing (including Interest /other charges)- not exceeding ₹50 crore outstanding at any point of time in each FY. | ||||
| c) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/ other expenses paid or received) - Upto ₹10 Crore | c) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/ other expenses paid or received) - Upto ₹10 Crore | c) Other residual RPTs - The transactions will be purely recurring in nature for furtherance of business (including reimbursement of expenses/ other expenses paid or received) - Upto ₹10 Crore | ||||
| 2 | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? | Yes | Yes | Yes | Yes | Yes |
| 3 | Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year. | 0.35 times | 0.83 times | 0.46 times | 0.46 times | 0.46 times |
| 4 | Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary, and where the listed entity is not a party to the transaction) | The subsidiary Company was not operational during the financial year FY 2025-2026. Accordingly, as per the latest audited financial statements as at 31 March 2026, the Company did not record any turnover. Consequently, turnover figures are not available for determining the value of the proposed transaction as a percentage of the annual turnover of the subsidiary party. | Not Applicable | The Company does not have any turnover during the financial year FY 2025-2026. Consequently, turnover figures are not available for determining the value of the proposed transaction as a percentage of the annual turnover of the subsidiary party | 72.85 times | 7.24 times |
ashika
Growing and Sharing with you
| (5) | (6) | (7) | (8) | (9) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 5 | Value of the proposed transactions as a percentage of the related party's annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding Financial year, if available. | 3.18 times | Not Applicable as related party is an individual | 4.11 times | 4.11 times | 4.11 times | ||||
| 6 | Financial performance of the related party forth immediately preceding financial year: | Particulars | FY25-26 (z in lakhs) | FY25-26 (z in lakhs) | FY25-26 (z in lakhs) | FY25-26 (z in lakhs) | FY25-26 (z in lakhs) | |||
| Explanations: The above information is to be given on standalone basis. If standalone is not available, provide on consolidated basis. | Turnover | 2677.31 | Not Applicable as related party is an individual | 2677.31 | 2677.31 | 2677.31 | ||||
| Profit After Tax | -2606.78 | -2606.78 | -2606.78 | -2606.78 | ||||||
| Net Worth | 10442.53 | 10442.53 | 10442.53 | 10442.53 | ||||||
| A5 | Basic details of the proposed transaction | |||||||||
| 1 | Specific type of the proposed transaction (e.g. Sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | ||||
| 2 | Details of each type of the proposed transaction | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | As per A4(1)above | ||||
| 3 | Tenure of the proposed transaction (tenure in number of years or months To be specified) | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of up to three financial years commencing from FY 2026-27 | The tenure of the ongoing/proposed transaction, as mentioned in A4(1) above, shall be for a period of three financial years, effective from FY 2026-27 onwards. | ||||
| 4 | Whether omnibus approval is being sought? | No | No | No | No | No | ||||
| 5 | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise. | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above | As per A4 (1) above |
6
POSTAL
BALLOT NOTICE
| (5) | (6) | (7) | (8) | (9) | ||
| 6 | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity. | The proposed transactions between the subsidiary and the related parties are integral to the Group's business model and contribute to the value creation of the listed entity. These arrangements enable the related parties to leverage established relationships, infrastructure, services and domain expertise within the Group, resulting in improved operational efficiency, cost optimization, and scalability of business operations, and directly or indirectly benefit the subsidiaries, the Listed Entity and the related parties. Since the financial performance of the subsidiary is consolidated with the Listed Entity, such transactions have an impact on the revenue, profitability and overall financial position of the listed entity. The transactions therefore support sustainable business growth, enhance shareholder value, and are in the best interests of the Listed Entity and its stakeholders. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. | The proposed transactions involve borrowing funds from the Director, along with availing personal guarantees to support the credit facilities of ABPL. These arrangements are in the interest of ABPL as they ensure timely access to funds required for operational, business, and capital expenditure needs, thereby supporting continuity and growth of operations and also availing new and/or renew existing personal guarantees, enabling borrowings in compliance with banking covenants. This arrangement is expected to enhance company's performance. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. | The proposed transactions between the subsidiary and the related parties are integral to the Group's business model and contribute to the value creation of the listed entity. These arrangements enable the related parties to leverage established relationships, infrastructure, services and domain expertise within the Group, resulting in improved operational efficiency, cost optimization, and scalability of business operations, and directly or indirectly benefit the subsidiaries, the Listed Entity and the related parties. Since the financial performance of the subsidiary is consolidated with the Listed Entity, such transactions have an impact on the revenue, profitability and overall financial position of the listed entity. The transactions therefore support sustainable business growth, enhance shareholder value, and are in the best interests of the Listed Entity and its stakeholders. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. | The proposed transactions between the subsidiary and the related parties are integral to the Group's business model and contribute to the value creation of the listed entity. These arrangements enable the related parties to leverage established relationships, infrastructure, services and domain expertise within the Group, resulting in improved operational efficiency, cost optimization, and scalability of business operations, and directly or indirectly benefit the subsidiaries, the Listed Entity and the related parties. Since the financial performance of the subsidiary is consolidated with the Listed Entity, such transactions have an impact on the revenue, profitability and overall financial position of the listed entity. The transactions therefore support sustainable business growth, enhance shareholder value, and are in the best interests of the Listed Entity and its stakeholders. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and compliance with applicable laws. | The proposed transactions between the subsidiary and the related parties are integral to the Group's business model and contribute to the value creation of the listed entity. These arrangements enable the related parties to leverage established relationships, infrastructure, services and domain expertise within the Group, resulting in improved operational efficiency, cost optimization, and scalability of business operations, and directly or indirectly benefit the subsidiaries, the Listed Entity and the related parties. Since the financial performance of the subsidiary is consolidated with the Listed Entity, such transactions have an impact on the revenue, profitability and overall financial position of the listed entity. The transactions therefore support sustainable business growth, enhance shareholder value, and are in the best interests of the Listed Entity and its stakeholders. The proposed related party transactions are in the ordinary course of business and on an arm's length basis, ensuring fairness, transparency, and --- ashika Growing and Sharing with you | | | (5) | (6) | (7) | (8) | (9) | | --- | --- | --- | --- | --- | --- | --- | | 7 | Details of the promoter(s)/director(s)/key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. Explanation: Indirect interest shall mean interest held through any person over which an individual has control. | Directorships and Interests: Mr. Pawan Jain, Chairman & Promoter of ACCL & APEAPL, is also a Director of AGFPL. Mr. Daulat Jain is the Managing Director (KMP) and Promoter of ACCL & APEAPL, and also serves as a Director of AGFPL. Mr Chirag Jain Director and KMP of Listed Entity is also director of APEAPL. | Directorships and Interests: Mr. Daulat Jain, Promoter and Managing Director (KMP) of the ACCL, Listed Entity, is also a Director in ABPL and is the party of this transaction. | Directorships and Interests: Mr. Pawan Jain, Chairman & Promoter of ACCL, is also a Director of AGFPL. Mr. Daulat Jain is the Managing Director (KMP) and Promoter of ACCL, and also serves as a Director of AGFPL & ABPL. | Directorships and Interests: Mr. Pawan Jain, Chairman & Promoter of ACCL, is also a Director of AGFPL. Mr. Daulat Jain is the Managing Director (KMP) and Promoter of ACCL, and also serves as a Director of AGFPL & ABPL. | Directorships and Interests: Mr. Pawan Jain, Chairman & Promoter of ACCL, is also a Director of AGFPL. Mr. Daulat Jain is the Managing Director (KMP) and Promoter of ACCL, and also serves as a Director of AGFPL & ABPL. | | a | Name of the director/KMP | Exempt of interest: The interest or concern of the above individuals, or that of their relatives, is limited strictly to their capacity as directors and/or shareholders in the Company and AGFPL. | Exempt of interest: The interest or concern of the above individuals, or that of their relatives, is confined solely to their capacity as directors and/or shareholders in the parties to the transactions. | Exempt of interest: The interest or concern of the above individuals, or that of their relatives, is limited strictly to their capacity as directors and/or shareholders in the Company and AGFPL. | Exempt of interest: The interest or concern of the above individuals, or that of their relatives, is limited strictly to their capacity as directors and/or shareholders in the Company and AGFPL. | Exempt of interest: The interest or concern of the above individuals, or that of their relatives, is limited strictly to their capacity as directors and/or shareholders in the Company and AGFPL. | | b | Shareholding of the director/KMP, whether direct or indirect, in the related party | | | | | | | 8 | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | Not Applicable | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | The transactions at present do not contemplate any valuation. Valuation Report shall be obtained, if required. | | 9 | Other information relevant for decision making. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | All relevant/important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013. | | B1 | Sale, purchase or supply of goods or services or any other similar business transaction and trade advances | | | | | | | 1 | Bidding or other process, if any, applied for choosing a party for sale, purchase or supply of goods or services. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | Not Applicable | Not Applicable | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | No bidding process are required, as all the transactions are based on the business requirements and in relation to regular operations of the Company. These RPTs are in the ordinary course of business and at arms length basis. | --- 67 POSTAL BALLOT NOTICE | | | (5) | (6) | (7) | (8) | (9) | | --- | --- | --- | --- | --- | --- | --- | | 2 | Basis of determination of price. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed arrangements/ agreements with the related party based on business requirements and defined scope, timelines and terms & conditions. | Not Applicable | Not Applicable | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service arrangements/ agreements with the related party based on business requirements and defined scope, timelines and terms & conditions. | The proposed transactions are in ordinary course of business and price for all the above-mentioned transactions has been determined on an arm's length basis, considering comparable market prices, prevailing commercial terms, and in accordance with applicable regulatory guidelines. Services are rendered under agreed service arrangements/ agreements with the related party based on business requirements and defined scope, timelines and terms & conditions. | | 3 | In case of Trade advance (of up to 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following: | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | | a | Amount of Trade advance | | | | | | | b | Tenure | | | | | | | c | Whether same is self-liquidating? | | | | | | | B(4) Disclosure only in case of guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by listed company or its subsidiary | | | | | | | | 1 | (a) Rationale for giving guarantee, surety, indemnity or comfort letter | Not Applicable | ABPI currently maintains existing credit facilities and is also proposing to avail additional loan facilities to fund its capital expenditure requirements. The proposed personal guarantees are intended to support the Company in complying with lender requirements, including renewal of guarantees for existing facilities and extension of guarantees for proposed borrowings, thereby enabling access to funding and ensuring continuity of its financing arrangements. | The proposed arrangements for availing and providing guarantees, surety, indemnity, security and/or letters of comfort among related parties are intended to facilitate access to financial assistance on favourable terms and to support the funding requirements of the entities within the group. Such support will help ensure continuity of operations, optimal utilization of financial resources, and enhanced financial flexibility across the group. | Not Applicable | Not Applicable | --- ashika Growing and Sharing with you | | | (5) | (6) | (7) | (8) | (9) | | --- | --- | --- | --- | --- | --- | --- | | | | | | These arrangements, including extension or renewal of support for existing credit facilities as well as for proposed borrowings (including those for capital expenditure), are aimed at meeting lender requirements and strengthening the overall credit profile of the related parties. This, in turn, is expected to contribute to improved financial stability at the group level and indirectly benefit the Company. Accordingly, the proposed transactions are commercially prudent and in the best interest of the Company. | | | | | Whether it will create a legally binding obligation on listed entity? | Not Applicable | Nil | Nil | Not Applicable | Not Applicable | | 2 | Material covenants of the proposed transaction including: (i) commission, if any to be received by the listed entity or its subsidiary; | Not Applicable | Nil | As may be mutually agreed upon | Not Applicable | Not Applicable | | | (ii) contractual provisions on how the listed entity or its subsidiary will recover the monies in case such guarantee, surety, indemnity or comfort letter is invoked. | Not Applicable | Not Applicable | The recovery for the above Corporate Guarantee will be dependent upon the terms & conditions at the time of execution of necessary documents. | Not Applicable | Not Applicable | | 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | Not Applicable | Not Applicable | Not exceeding ₹50 Cr outstanding at any point of time together with interest, costs and expenses and all other charges/ amounts payable in accordance with the definitive documents (availing / providing). No provisions are required to be made in the books of account of the subsidiary Company. However in case of providing guarantee /surety, it will be shown under contingent liability of the related parties. | Not Applicable | Not Applicable | --- 69 POSTAL BALLOT NOTICE | | | (5) | (6) | (7) | (8) | (9) | | --- | --- | --- | --- | --- | --- | --- | | C3 | Disclosure only in case of transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary | | | | | | | 1 | If guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter is given in connection with the borrowing by a related party, provide latest credit rating of the related party Note: a. Standalone rating to be provided while option to provide structured obligation rating (SO rating) and credit enhancement rating (CE rating), if any. b. This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | | 2 | Details of solvency status and going concern status of the related party during the last three financial years: | Not Applicable | Not Applicable | Solvent and going concern | Not Applicable | Not Applicable | | | FY 2025-26 | | | | | | | | FY 2024-25 | | | | | | | | FY 2023-24 | | | | | | | 3 | The value of obligations undertaken by the listed entity or any of its subsidiary, for which a guarantee, performance guarantee (in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee) surety, indemnity or comfort letter has been provided by the listed entity or its subsidiary. Additionally, any provisions required to be made in the books of account of the listed entity or any of its subsidiary shall also be specified. | Not Applicable | As discussed in B4(3) | As discussed in B4(3) | Not Applicable | Not Applicable | | 4 | Default on borrowings, if any, over the last three financial years, by the related party from the listed entity or any other person. Note: This information may be provided to the extent it is available in the public domain or as may be provided by the related party upon request. In addition, state the following | Not Applicable | Nil | Nil | Not Applicable | Not Applicable | | a) | Whether the account of the related party has been classified as a non-performing asset (NPA) by any of its bankers and whether such status is currently subsisting; | | | | | | | b) | Whether the related party has been declared a “wilful defaulter” by any of its bankers and whether such status is currently subsisting; | | | | | | | c) | Whether the related party is undergoing or facing any application for commencement of an insolvency resolution process or liquidation; | | | | | | | d) | Whether the related party, not being an MSME, suffers from any of the disqualifications specified under Section 29A of the Insolvency and Bankruptcy Code, 2016 | | | | | | | | Note: Past defaults that are no longer subsisting and have been cured or regularized need not be disclosed. | | | | | | | | FY 2025-26 | | | | | | | | FY 2024-25 | | | | | | | | FY 2023-24 | | | | | | --- ashika Growing and Sharing with you | | | (5) | (6) | (7) | (8) | (9) | | --- | --- | --- | --- | --- | --- | --- | | B5 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | | | | | | | 1 | Material covenants of the proposed transaction | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | To borrow fund so that the company can meet its business requirement. The transaction is in normal course of business and in line with prevailing market practices and are not prejudicial to the interests of the Company or its shareholders. | | 2 | Interest rate (in terms of numerical value or base rate and applicable spread) | Interest rate shall not be lower than the prevailing bank rates | Interest rate shall not be lower than the prevailing bank rates | Interest rate shall not be lower than the prevailing bank rates | Interest rate shall not be lower than the prevailing bank rates | Interest rate shall not be lower than the prevailing bank rates | | 3 | Cost of borrowingNote: This shall include all costs associated with the borrowing | Nil | Nil | Nil | Nil | Nil | | 4 | Maturity/due date | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | The transaction shall have a pre-defined tenure with specified maturity/due date, which will be in line with the nature and purpose of the transaction, as mutually agreed upon between parties | | 5 | Repayment schedule & terms | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | The repayment schedule shall be on maturity/due date as per the terms agreed mutually.The terms of transaction will be mutually decided among the parties and the same will be on arm's length basis. | | 6 | Whether secured or unsecured | unsecured | unsecured | unsecured | unsecured | unsecured | | 7 | If secured, the nature of security & security coverage ratio | Not Applicable | Not Applicable | Not Applicable | Not Applicable | Not Applicable | | 8 | The purpose for which the funds will be utilized by the listed entity/subsidiary | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | It will be utilised for the purpose of Capital expenditure/Working capital Requirements/Debt Refinancing | --- 71 POSTAL BALLOT NOTICE | | | (5) (6) (7) (8) (9) | | | | | | --- | --- | --- | --- | --- | --- | --- | | C4 | Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary | | | | | | | 1 | Debt to Equity Ratio of the listed entity or its subsidiary based on last audited financial statements Note: This shall not be applicable to listed banks/NBFC/insurance companies/housing finance companies. a. Before transaction | Not Applicable | -4.76 | -4.76 | Nil | Nil | | | b. After transaction | | To be determined after execution of the transaction | To be determined after execution of the transaction | To be determined after execution of the transaction | To be determined after execution of the transaction | | | | | | | | | | 2 | Debt Service Coverage Ratio of the listed entity or its subsidiary based on last audited financial statements. Note: This shall not be applicable to listed banks/NBFC /insurance companies/ housing finance companies. a. Before transaction | Not Applicable | -0.37 | -0.37 | Nil | Nil | | | b. After transaction | | To be determined after execution of the transaction | To be determined after execution of the transaction | To be determined after execution of the transaction | To be determined after execution of the transaction | | | | | | | | | The Details mentioned in the B(1) of the Standard are not applicable on Related Parties mentioned in Column No. 1,6, and 7 The Details mentioned in the B(2), C(1) and B(3), C(2) of the Standard are not applicable on the aforesaid Related Parties The Details mentioned in the B(3) and C(2) of the Standard are not applicable on the aforesaid Related Parties The Details mentioned in the B(4) and C(3) of the Standard are not applicable on Related Parties mentioned in Column No. 2, 3, 5, 8 and 9 The Details mentioned in the B(5) and C(4) of the Standard are not applicable on Related Parties mentioned in Column No. 2 and 3 |