Annual Report for Financial Year 2025 - 2026

Asia: CapitL}a l LiL mitL ed o v Regisoteore d Offiece : ASoI A CAPTIAL (A BSE Li"s ted NBFC) RaSil e i ei 3 CIN: L65993MH1983PLC342502 Date: August 24,2026 BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street Mumbai-400001 Scrip Code: 538777; Scrip ID: ASIACAP Sub: Annual Report for the Financial Year 2025-2026 and Notice convening the 42" AGM of the Company Dear Sir/Madam, As required under Regulation 30 and Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith the Annual Report of the Company for the Financial Year 2025-2026 along with the Notice convening the 42*¢ Annual General Meeting ("AGM") scheduled to be held on Saturday, September 19, 2026 at 09:00 a.m. at the registered office of the Company at 203, Aziz Avenue, CTS-1381, Near Railway Crossing Vallabhbhai Patel Road, Vile Parle (W), Mumbai- 400056. The Annual Report along with the Notice of the AGM for the Financial Year 2025-2026 is also available on the website of the Company at www.asiacapital.in. Request you to kindly take the above information on your record. Thanking You, Yours Truly, For ASIA CAPITAL LIMITED Pratee Sharmaz == CS Prateek Sharma Company Secretary & Compliance Officer M. No. A49283 Place: Mumbai Phone: 022-26100787/801/802 » E-mail: info@asiacapital.in « Website: www.asiacapital.in ASIA CAPITAL LIMITED CIN: L65993MH1983PLC342502 FORTY SECOND ANNUAL REPORT 2025-2026 42nd Annual Report 2025-2026 Asia Capital Limited CIN: L65993MH1983PLC342502 CONTENTS S.No. Description Page No. 1. Notice of the 42nd Annual General Meeting 1 2. Board Report with Annexures 18 3. Secretarial Audit Report 32 4. Management Discussion and Analysis Report 35 5. Corporate Governance Report 38 6. Independent Auditors' Report – Standalone 52 7. Standalone Financial Statements 63 42nd Annual Report 2025-2026 Asia Capital Limited CIN: L65993MH1983PLC342502 CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Santosh Suresh Choudhary Managing Director Mr. Devendrasingh Ramola Executive Directors Mrs. Sangeeta Sudhir Kumar Trivedi Non- Executive & Non-Independent Director Mr. Sanjay Rajgarhia Non- Executive & Independent Director Dr. (Mrs.)Dipti Singh Non- Executive & Independent Director KEY MANAGERIAL PERSONNEL Mr. Murari Thakur Chief Financial Officer Mr. Prateek Sharma Company Secretary & Compliance Officer REGISTERED OFFICE CORPORATE OFFICE 203, Aziz Avenue, CTS-1381, Near Railway 109, 2nd Floor, DFS, Jeevan Deep Building, Crossing Vallabhbhai Patel Road, Sansad Marg New Delhi - 110001 Vile Parle (W), Mumbai- 400 056 Phone: 022-26100787/ 801/ 802 Email: info@asiacapital.in Website: www.asiacapital.in AUDITORS Statutory Auditor Secretarial Auditor Internal Auditor Shankarlal Jain & Associates LLP Mr. Anand Khandelia Mr. Jaydeepsingh Negi Chartered Accountants 7/1A, Grant Lane, A 313, Prabhat Chs Ltd, 12, Engineer Building, Shiv Vallabh Road, 02nd Floor, Roon No. 206, 265 Princess Street, Mumbai- Rawalpada, Dahisar East, Kolkata – 700 012 400002 Mumbai - 400068 REGISTRAR AND TRANSFER AGENT Indus Shareshree Private Limited (Formerly known as Indus Portfolio Private Limited) G-65, Bali Nagar, New Delhi- 110 015 Phone No. +91-11-4767 1211 Fax No. +91-11-4767 1222 Email: rs.kushwaha@indusinvest.com BANKERS - Kotak Mahindra Bank Limited 42nd Annual Report 2025-2026 Asia Capital Limited CIN: L65993MH1983PLC342502 PRESENT COMMITTEES OF THE BOARD AUDIT COMMITTEE Sr. Name of the Members Designation 1. Mr. Sanjay Rajgarhia Chairman 2. Dr. (Mrs.) Dipti Singh Member 3. Mr. Santosh Choudhary Member NOMINATION AND REMUNERATION COMMITTEE Sr. Name of the Members Designation 1. Mr. Sanjay Rajgarhia Chairman 2. Dr. (Mrs.) Dipti Singh Member 3. Mrs. Sangeeta Sudhir Kumar Trivedi Member * Mrs. Sangeeta Sudhir Kumar Trivedi has been appointed w.e.f 01st August, 2025 STAKEHOLDERS RELATIONSHIP COMMITTEE Sr. Name of the Members Designation 1. Mr. Sanjay Rajgarhia Chairman 2. Dr. (Mrs.) Dipti Singh Member 3. Mr. Devendrasingh Ramsingh Ramola* Member * Mr. Devendrasingh Ramsingh Ramola has been appointed w.e.f 01st August, 2025 42nd Annual Report 2025-2026 Asia Capital Limited CIN: L65993MH1983PLC342502 Asia Capital Limited Registered Office CIN: L65993MH1983PLC342502 203, Aziz Avenue, CTS-1381, Near Railway Crossing Vallabhbhai Patel Road, Vile Parle (W), Mumbai- 400 056 Phone: 022-26100787/ 801/ 802 Email: info@asiacapital.in Website: www.asiacapital.in NOTICE OF THE 42nd ANNUAL GENERAL MEETING NOTICE is hereby given that the 42nd ANNUAL GENERAL MEETING (“AGM”) of the Members of ASIA CAPITAL LIMITED will be held on Saturday, September 19, 2026 at 09:00 a.m. at the registered office of the Company at 203, Aziz Avenue, CTS-1381, Near Railway Crossing Vallabhbhai Patel Road, Vile Parle (W), Mumbai - 400056 to transact the following business: ORDINARY BUSINESS: ITEM NO.1: ADOPTION OF FINANCIAL STATEMENTS To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026 including the Audited Balance Sheet as at March 31, 2026 and Statement of Profit and Loss for the financial year ended on that date together with the Reports of the Auditors and Board of Directors thereon. ITEM NO.2: APPOINTMENTOF DIRECTOR WHO RETIRES BY ROTATION To appoint a director in place of Mr. Devendrasingh Ramola, who retires by rotation and being eligible offers himself for re-appointment. “RESOLVED THAT pursuant to the provisions of section 152 of the Companies Act, 2013 and rules made thereunder (including any statutory modification and re-enactment thereof) and other applicable provisions, if any of the Companies Act, 2013, Mr. Devendrasingh Ramola (DIN: 08102252) who is liable to retire by rotation and being eligible has offered himself for re - appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS: ITEM NO. 3: CONSIDERATION AND APPROVAL OF BORROWINGS To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and Section 188 and other applicable provisions, if any, of the Companies Act 2013 read with the Rules framed thereunder (including any statutory modification(s) or re- enactment(s) thereof for the time being in force), Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 (including any statutory modification(s) or enactment therefore for the time being in force), the consent of the Shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall include any committee thereof for the time being exercising the powers conferred on the Board by this Resolution),to borrow from time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained 42nd Annual Report 2025-2026 Asia Capital Limited CIN: L65993MH1983PLC342502 from the Company’s bankers/ FDI/, Private equity/High net worth individuals etc. in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total outstanding amount so borrowed shall not exceeds INR 100.00 Crore (Rupees One Hundred Crore Only) at any one point of time. RESOLVED FURTHER THAT any Directors of the Company be and is hereby authorised to do all such acts deeds and things as may be necessary in this regard including but not limited to the delegation of powers to any director or committee of directors or any others person as it may deem fit subject to the provision of the Companies Act, 2013. RESOLVED FURTHER THAT any of the Directors or the Chief Financial Officer of the Company be hereby [Showing first 8,000 characters — download PDF for full document]