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You can view full text of the latest Director's Report for the company.

BSE: 530499ISIN: INE701G01012INDUSTRY: Non-Banking Financial Company (NBFC)

BSE   ` 1736.00   Open: 1739.95   Today's Range 1708.05
1750.00
-16.75 ( -0.96 %) Prev Close: 1752.75 52 Week Range 1060.00
1950.00
Year End :2026-03 

The Directors of your Company are pleased to present the 33rd Annual Report of the Company, together with the Annual Audited Standalone
and Consolidated financial statements for the Financial Year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS:

A summary of the financial performance of the Company, both on Standalone and Consolidated basis, for the Financial Year 2025-26 as
compared to the previous Financial Year is given below:

Standalone Financial Statements:

(INR in Lakhs except earnings per share)

Particulars

FY 2025-26

FY 2024-25

Total income

18,822.68

12,724.99

Total expenses

11,511.41

8,898.25

Profit before tax

7,311.27

3,826.74

Tax expenses:

Current tax

1,324.00

505.00

Tax adjustment for earlier years

(4.68)

2.99

Deferred tax charge

(166.97)

33.54

Profit after tax (A)

6,158.92

3,285.21

Other comprehensive Income, net of tax

Item that will not to be reclassified to the statement of profit and loss

13.59

1.30

Less: Income tax expense on above

(3.42)

(0.32)

Other comprehensive Income for the year (B)

10.17

0.98

Total comprehensive Income for the year [A B]

6,169.09

3,286.19

Earnings per equity share (face value INR 10/- per share)
Basic and Diluted (INR)

93.32

49.78

Opening balance of other comprehensive income

(649.66)

(650.64)

Add: Other comprehensive income for the year

10.17

0.98

Closing balance of other comprehensive income

(639.49)

(649.66)

Opening balance of retained earnings brought forward from previous year

40,891.75

39,718.54

Add: Profit for the year

6,158.92

3,285.21

Profit available for appropriation

47,050.67

43,003.75

Less: Appropriations

Dividend paid*

(3,432.00)

(2,112.00)

Closing balance of retained earnings

43,618.67

40,891.75

Note: Previous periods figures have been regrouped/rearranged wherever necessary.

*During the Financial Year2025-26, the Board of Directors of the Company had paid a final dividend of INR 14/- per equity share (pertaining
to Financial Year ended March 31,2025) having face value of INR 10/- each. The same was approved by the Members of the Company in
their 32fdAnnual General Meeting held on September 13,2025. The total cash outflow was of InR 924.00 Lakhs.

During the Financial Year 2025-26, the Board of Directors of the Company had paid 1st and 2ld interim dividend of INR 16/- and INR 22/-
respectively per equity share, each, having face value of INR 10/- each for the year ended March 31,2026, at its Board meetings held on
November 7,2025and February 7,2026, respectively. The total cash outflow was of INR 2,508.00 Lakhs.

Consolidated Financial Statements: (INR in Lakhs except earnings per share)

Particulars

FY 2025-26

FY 2024-25

Total income

57,301.58

48,410.09

Total expenses

41,972.65

37,432.32

Profit before tax

15,328.93

10,977.77

Tax expenses

Current tax

4,393.74

2,129.37

Tax adjustment for earlier years

(23.25)

4.11

Deferred tax charge

(446.04)

131.41

Profit after tax (A)

11,404.48

8,712.88

Other comprehensive income, net of tax

Item that will not to be reclassified to the statement of profit and loss

(6.98)

(48.31)

Less: Income tax expense on above

(3.63)

6.31

Other comprehensive Income for the year (B)

(10.61)

(42.00)

Total comprehensive income for the year [A B]

11,393.87

8,670.88

Profit for the year attributable to:

11,404.48

8,712.88

Owners of the Company

11,035.19

8,472.95

Non-controlling interest

369.29

239.93

Other comprehensive income attributable to:

(10.61)

(42.00)

Owners of the Company

(10.49)

(41.81)

Non-controlling interest

(0.12)

(0.19)

Earnings per equity share (face value INR 10/- per share)
Basic and Diluted (INR)

167.20

128.38

Opening balance of Other comprehensive income

(2,418.44)

(2,439.63)

Less: Change in non-controlling interest

-

63.00

Add: Other comprehensive income for the year

(10.49)

(41.81)

Closing balance of other comprehensive income

(2,428.93)

(2,418.44)

Opening balance of retained earnings brought forward from previous year:

78,599.22

75,067.66

Add: Profit for the year

11,035.19

8,472.95

Profit available for appropriation

89,634.41

83,540.61

Less: Appropriations

Dividend paid

(3,432.00)

(2,112.05)

Change in non-controlling interest

-

(1,266.66)

Dividend on CCPS

-

(227.57)

Transfer to special reserve

(1,488.00)

(1,335.11)

Closing balance of retained earnings

84,714.41

78,599.22

Note: Previous periods figures have been regrouped/rearranged wherever necessary.

2. NATURE OF BUSINESS, STATE OF AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY:

A. K. Capital Services Limited is a Flagship Company of the A. K. Group, and is registered with SEBI as a Category I Merchant Banker.
The Company continues to hold a valid certificate of registration as a Category I Merchant Banker and has, during the year under
review, maintained the net worth and other requirements prescribed under the SEBI (Merchant Bankers) Regulations, 1992, as
amended, and has complied with the applicable regulatory provisions of the SEBI Master Circular for Merchant Bankers.

On a standalone basis, the Company earned total revenue of INR 18,822.68 Lakhs during the current Financial Year under review as
against INR 12,724.99 Lakhs reported in the previous Financial Year. The profit before tax is INR 7,311.27 Lakhs for the current
Financial Year as against INR 3,826.74 Lakhs during the previous Financial Year. After making provision for tax, the net profit of the
Company is INR 6,158.92 Lakhs for the current Financial Year as against the net profit of INR 3,285.21 Lakhs in the previous Financial
Year.

The consolidated total revenue of the Company stood at INR 57,301.58 Lakhs for the current Financial Year, as against INR 48,410.09
Lakhs for the previous Financial Year. The consolidated profit before tax is INR 15,328.93 Lakhs for the current Financial Year as
against INR 10,977.77 Lakhs for the previous Financial Year. After making provision for tax, the consolidated net profit of the Company
is INR 11,404.48 Lakhs for the current Financial Year as against INR 8,712.88 Lakhs for the previous Financial Year.

3. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES:

As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of
subsidiaries, and their contribution to the overall performance of the Company in
Form AOC-1 is given at Note No. 50(b) to the
Consolidated Financial Statements forming part of the Annual Report.

In accordance with provisions of Section 136 of Companies Act, 2013 (the “Act”), the separate audited financial statements of each
subsidiary company is also available on the website of the Company at
https://www.akgroup.co.in. The policy for determining material
subsidiaries of the Company can be accessed at

Https://www.akgroup.co.in/docs/Policv%20for%20Determining%20Material%20Subsidiaries.pdf

4. NOTES ON FINANCIAL STATEMENTS:

Standalone financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under Section
133 of the Act, read with The Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

The financial statements have been prepared in accordance with the Ind AS under the historical cost convention on the accrual basis
except for certain financial instruments which are measured at fair values and based on the accounting principle of a going concern in
accordance with Generally Accepted Accounting Principles (“GAAP”). Accounting policies have been consistently applied except
where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the
accounting policy hitherto in use. The Financial Statements are presented in Lakhs or decimal thereof unless otherwise specified.

The Financial Statements of the Company have been prepared in accordance with the provisions of Section 129 and other applicable
provisions of the Act, read with the rules made thereunder, as amended from time to time. The Financial Statements have also been
prepared in compliance with the Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, and in accordance with Division III of Schedule III to the Act, applicable to
Non-Banking Financial Companies (NBFCs) that are required to comply with Ind AS.

5. DIVIDEND:

The Board of Directors has declared twice Interim Dividend during the financial year 2025-26 of 380% i.e. aggregating to INR 38/- per
equity share on each fully paid up 66,00,000 equity shares having face value of INR 10/- aggregating to INR 2,508 Lakhs.

The Board has recommended a Final Dividend of 220% i.e. INR 22/- per equity share having face value of INR 10/- each for Financial
Year 2025-26, is subject to the approval of the Members at the ensuing Annual General Meeting and shall be paid to those Members
whose names appear in the Register of Members as on Friday, August 21,2026. The Register of Members and Share Transfer Books
will remain closed from Saturday, August 22, 2026 to Saturday, August 29, 2026 (both days inclusive). The amount of final dividend on
Equity Shares thereon aggregates to INR 1,452 Lakhs.

The total dividend (interim and final) declared/ recommended by the Board for Financial Year 2025-26, is INR 60/- per equity shares
having face value of INR 10/- each.

6. TRANSFER TO GENERAL RESERVES:

During the year under review, the Company has not transferred any amount to the General Reserves.

7. PUBLIC DEPOSITS:

During the Financial Year 2025-26, the Company did not accept any deposits within the meaning of Chapter V of the Act and the rules
made thereunder. Accordingly, no disclosures in respect of deposits have been provided.

8. PARTICULARS OF INVESTMENTS AND GUARANTEES BY THE COMPANY:

Particulars of Investments and Guarantees as required under the provisions of Section 186 of the Act are given in “Note No. 5 & 44 of
the Notes to the standalone financial statements”.

9. SHARE CAPITAL AND ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review the Company has not issued shares with differential voting rights nor granted stock options nor sweat
equity.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) and 134(5) of the Act, with respect to Directors’ Responsibility Statement, the
Directors confirm that they have:

(a) Followed the applicable accounting standards in preparation of the annual financial statements for the Financial Year 2025-26;

(b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profit of the Company
for the Financial Year 2025-26 ended on that date;

(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

(d) Prepared the annual accounts on a ‘going concern basis’;

(e) Laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate
and are operating effectively; and

(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that the systems are adequate and are
operating effectively.

11. INTERNAL FINANCIAL CONTROLS:

The Company has put in place adequate internal financial controls with reference to the Financial Statements. Internal Financial Control
has been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note
on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (“ICAI”).

M/s. JMR & Associates LLP (Firm Reg. No.: 106912W/W100300), Practicing Chartered Accountants Firm have assessed the Internal
Financial controls on the basis of internal processes having an effect on the financial statements of the Company.
ln addition, on assessing the controls of its operating processes, the Company level controls have also been assessed with respect to
the existing policy and procedures of the Company. Based on the results of such assessments carried out by the management with the

assistance of M/s. JMR & Associates LLP (Firm Reg. No.: 106912W/W100300), Practicing Chartered Accountants Firm, no reportable
material weakness or significant deficiency in the design or operation of internal financial controls was observed.

Also, the statutory auditors of the Company, viz. M/s. PYS & Co. LLP (Firm Reg. No.: 012388S/S200048), Chartered Accountants have
also verified the Internal Financial Controls systems over financial reporting and have opined that such internal financial controls over
financial reporting were operating effectively as at March 31, 2026, internal control over financial reporting criteria as stated in the
Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by the Institute of Chartered Accountants of India.
The statutory auditors have issued a Report on the Internal Financial Controls over Financial Reporting of A. K. Capital Services Limited
as at March 31,2026, which forms part of
Annexure B to the Independent Auditors' Report.

During the Financial Year under review, no material observations have been highlighted for inefficiency or inadequacy of such controls.

12. RISK MANAGEMENT:

The Company continues to adopt a structured and proactive approach towards risk management to identify, assess, monitor and
mitigate risks that may impact its business objectives. Risk management is an integral part of the Company's overall business strategy
and decision-making process.

The Company has established appropriate risk management practices to address strategic, operational, financial, regulatory and other
business risks. These practices are periodically reviewed and strengthened to ensure resilience, business continuity and sustainable
growth. The Board of Directors oversees the risk management framework and is satisfied that the Company's risk management
processes are adequate and effective for the nature and scale of its operations. In the opinion of the Board, there are no elements of risk
which may threaten the existence of the Company.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems to commensurate with the nature of business and size of operations for ensuring:

(a) orderly and efficient conduct of business, including adherence to Company’s policies and procedures;

(b) safeguarding of all our assets against loss from unauthorized use or disposal;

(c) prevention and detection of frauds and errors;

(d) accuracy and completeness of accounting records;

(e) timely preparation of reliable financial information; and

(f) compliance with applicable laws and regulations.

The policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly as
well as provides for adequate checks and balances.

Adherence to these processes is ensured through frequent internal audits. The internal control system is supplemented by an extensive
program of internal audit and reviews by the senior management. To ensure independence, the internal audit function has a reporting
line to the Audit Committee of the Board.

The Audit Committee of the Board reviews the performance of the audit and the adequacy of internal control systems and compliance
with regulatory guidelines. The Audit Committee of Board provides necessary oversight and directions to the internal audit function and
periodically reviews the findings and ensures corrective measures are taken. This system enables us to achieve efficiency and
effectiveness of operations, reliability and completeness of financial and management information and compliance with applicable laws
and regulations.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered into by the Company during the Financial Year 2025-26 with related parties were in
compliance with the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year
2025-26, as envisaged in Regulation 23(2) of the SEBI LODR Regulations. Further, the Audit Committee had given prior omnibus
approval under Section 177 of the Act read with Rule 6(A) of the Companies (Meetings of Board and its Powers) Rules, 2014 read with
Regulation 23(3) of the SEBI LODR Regulations, for related party transactions that are foreseen and of repetitive nature during the
period under review and the required disclosures are made to the Audit Committee and Board on quarterly basis.

The Company also secures omnibus approval from the Audit Committee for transaction up to INR 1 Crore with related party where the
need for Related Party Transaction cannot be foreseen and adequate details are not available.

All related party transactions that were entered during the Financial Year ended March 31,2026 were on an arm’s length basis and were
in the ordinary course of business. Therefore, the provisions of Section 188 of the Act were not attracted.

Further, pursuant to Regulation 23(4) of the SEBI LODR Regulations, the Company has also obtained the prior approval of the
Members for the material related party transactions entered into by the Company and its subsidiaries on one hand with A. K. Capital
Finance Limited, Family Home Finance Private Limited and A. K. Services Private Limited respectively.

The details of material related party transaction entered into by the Company during the Financial Year 2025-26 are enumerated in
Form AOC-2 as annexed in Annexure - 1 under Section 134(3)(h) of the Act read with Rule 8(2) of The Companies (Accounts) Rules,
2014. In addition to above, the disclosure of transactions with related party for the year, as per Indian Accounting Standard-24 (IND AS-
24), Related Party Disclosures is given in
Note No. 31 of the Notes to the Financial Statements section of the Annual Report.

The Company has in place, a Board approved Policy on Materiality and Dealing with Related Party Transactions, which is available on
the website of the Company at:

Https://www.akgroup.co.in/docs/Materialitv%20and%20dealing%20with%20Related%20Partv%20Transactions.pdf

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There was no material change and commitment affecting the financial position of the Company between the end of the Financial Year
2025-26 and the date of this report, which could have an impact on the Company’s operation in the future or its status as a “Going
Concern”.

16. CREDIT RATING:

The Company has obtained ratings from CARE Ratings Limited (CARE) for the Company’s Commercial Papers and from Acuite
Ratings & Research Limited for long-term instruments.

Rating Agency

Rating

Instruments

Rating Action

Date

CARE Ratings Limited

CARE A1
(A One Plus)

Commercial Paper

Reaffirmed

January 30, 2026

Acuite Ratings &
Research Limited

ACUITE AA- (ACUITE
Double A Minus)

Long Term
Instruments / Bank

Reaffirmed

September 25, 2025

(Outlook: Stable)

Loan

17. STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

(a) Statutory Auditors

Pursuant to applicable provisions of Section 139 of the Act read with Rule 5 of the Companies (Audit and Auditors) Rules, 2014 and
other applicable rules, if any, the Members of the Company on September 17, 2022 approved, as recommended by the Audit
Committee and Board of Directors at their respective meetings held on August 6, 2022, the re-appointment of M/s. PYS & Co. LLP,
Chartered Accountants (Firm Reg. No.: 012388S/S200048), as the Statutory Auditors of the Company to hold office for a term of
Five consecutive years until the conclusion of the 34th Annual General Meeting to be held in 2027.

(b) Secretarial Auditors

Pursuant to applicable provisions of Regulation 24A of the SEBI LODR Regulations and provisions of Section 204 of the Act, read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the
Company on September 13, 2025 has approved, as recommended by the Audit Committee and Board of Directors at their
respective meetings held on May 23, 2025, the appointment of M/s. Ragini Chokshi & Co., a Peer Reviewed firm of Practicing
Company Secretaries as Secretarial Auditors of the Company (Firm Reg. No.: P1988MH090600) as Secretarial Auditors of the
Company for a first term of 5 (Five) consecutive years from the fY 2025-26 till FY 2029-30.

18. AUDITOR’S REPORT:

The Statutory Auditors’ Report forms part of the Annual Report. There were no qualifications, reservations, adverse remarks or
disclaimers in the Report of the Statutory Auditors of the Company.

19. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report forms part of the Annual Report and is appended as Annexure - 2 to this Report. There were no
qualifications, reservations, adverse remarks or disclaimers in the Report of the Secretarial Auditors of the Company.

Further, pursuant to Regulation 24A of the SEBI LODR Regulations, the Company has obtained, from the Secretarial Auditors of the
Company an Annual Secretarial Compliance Report. The copy of Secretarial Compliance Certificate for the financial year ended
March 31,2026 is available on the website of the Company at link:

Https://www.akgroup.co.in/docs/ANNUAL%20SECRETARIAL%20C0MPLIANCE%20REP0RT-%20MARCH%2031,%202026.pdf

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board
of Directors under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

21. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act,
accordingly, the provisions relating to cost audit are not applicable to the Company.

22. SUBSIDIARIES AND MATERIAL SUBSIDIARIES:

(a) Subsidiaries

As on March 31,2026, the Company has following subsidiaries:

(i) A. K. Capital Finance Limited

(ii) A. K. Stockmart Private Limited

(iii) A. K. Wealth Management Private Limited

(iv) A. K. Capital Corporation Private Limited

(v) A. K. Capital (Singapore) Pte. Ltd.

(vi) Family Home Finance Private Limited (Step-down subsidiary)

(vii) A. K. Alternative Asset Managers Private Limited (Step-down subsidiary)

(b) Material Subsidiaries

Pursuant to the provisions of Regulation 16(1)(c) of the SEBI LODR Regulations, including amendments thereto, the Company
has one material subsidiaries namely, A. K. Capital Finance Limited during the Financial Year 2025-26.

The Policy for determining the material subsidiaries has been formulated and adopted by the Board. The Policy may be accessed
on the website at link:

Https://www.akgroup.co.in/docs/Policv%20for%20Determining%20Material%20Subsidiaries-akcsl.pdf

23. SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARIES:

A. K. Capital Finance Limited, a material subsidiary of the Company, being an entity whose non-convertible debt securities are listed on
a recognised stock exchange, has undertaken Secretarial Audit for the financial year 2025-26 in accordance with the provisions of
Section 204 of the Act read with Regulation 24A of the SEBI LODR Regulations and the Secretarial Audit Report forms part of the Annual
Report of the said material subsidiary.

Further, as the Company does not have any material unlisted subsidiary requiring Secretarial Audit under Regulation 24A of the SEBI
LODR Regulations, the requirement relating to annexure of the Secretarial Audit Report of a material unlisted subsidiary to the Annual
Report of the Company is not applicable during the year under review.

24. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

(a) Composition of the Board

As on March 31,2026, the Board of Directors of the Company comprised of Seven Directors of which Two are Executive Directors,
One Non-Executive Non-Independent Director, One Woman Non-Executive Non-Independent Director and Three are Non¬
Executive Independent Directors. The Chairman of the Board is Non-Executive Independent Director.

The composition of the Board is in accordance with the SEBI LODR Regulations and applicable provisions of the Act, as amended
from time to time.

The details of the board composition are provided in ‘Corporate Governance Report’ forming part of the Annual Report.

(b) Retirement by rotation

In accordance with the Articles of Association of the Company and the applicable provisions of Section 152 of the Act,
Ms. Aditi Mittal (DIN: 00698397), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for
re-appointment and accordingly, the requisite details for the re-appointment of Ms. Aditi Mittal (DIN: 00698397) is incorporated in
the notice of ensuing Annual General Meeting of the Company.

(c) Re-appointment of Independent Directors

(i) The Members of the Company at their 32nd Annual General Meeting held on September 13, 2025 had re- appointed
Mr. Rajiv Bakshi (DIN: 00264007) as the Independent Director of the Company for the second term of 5 (five) consecutive
years commencing from August 5, 2026 to August 4, 2031 (both days inclusive).

(ii) The Members of the Company vide postal ballot on February 15, 2024 approved the appointment of Mr. Vinod Kumar Kathuria
(DIN: 06662559) as an Independent Director effective from December 18, 2023, for a first term of 3 (three) consecutive years
till December 17, 2026. In view of the same, his first term will be expiring on December 17, 2026.

The Members are also informed that pursuant to the provisions of Section 152 of the Act, Independent Directors shall be
eligible for re-appointment for second term of five years if special resolution is passed by the Members of the Company to that
effect.

Accordingly, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting
held on August 12, 2026 have approved and recommended to the Shareholders to consider at the ensuing Annual General
Meeting, the re-appointment of Mr. Vinod Kumar Kathuria (DIN: 06662559) as an Independent Director for a second term of
5 (five) consecutive years commencing from December 18, 2026 till December 17, 2031 (both days inclusive).

(d) Key Managerial Personnel

The following persons are the Whole-time Key Managerial Personnel’s of the Company as per the provisions of Section 203 of the
Act as on March 31,2026:

Mr. A. K. Mittal - Managing Director

Mr. Ashish Agarwal - Whole-time Director

Mr. Mahesh Bhootra - Chief Financial Officer

Ms. Chaitali Desai - Company Secretary and Compliance Officer

Changes in Whole-time Key Managerial Personnel’s:

(a) Mr. Vikas Jain, Whole-time Director of the Company re-designated as Non-Executive Director with effect from May 23, 2025.

(b) Mr. Tejas Dawda tendered his resignation as Company Secretary and Compliance Officer of the Company with effect from closing
hours of July 12, 2025 and subsequently, Mr. Subodh More has been appointed as Company Secretary and Compliance Officer of
the Company with effect from July 12, 2025.

(c) Mr. Subodh More tendered his resignation as Company Secretary and Compliance Officer of the Company with effect from close
of business hours of January 7, 2026 and subsequently, Ms. Chaitali Desai has been appointed as Company Secretary and
Compliance Officer of the Company with effect from January 7, 2026.

Save as aforesaid, there were no other changes in the Directors or Key Managerial Personnel of the Company during the
Financial Year 2025-26.

25. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they fulfill the
criteria of Independence prescribed both under Section 149(6) of the Act and Regulation 16(b) of SEBI LODR Regulations and that they
have complied with the Code of Conduct for Independent Directors as specified in Schedule IV to the Act.

Further, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA") for
recording their names and other requisite details in the Databank of Independent Directors maintained with IICA.

In terms of provisions of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules,
2014, Mr. Rajiv Bakshi (DIN: 00264007), Independent Director on the Board of the Company is exempted from appearing in the online
proficiency self-assessment test conducted by the IICA.

Further, Mr. Vinod Kumar Kathuria (DIN: 06662559) and Mr. Ashish Vyas (DIN: 10264901) have duly cleared the online proficiency self¬
assessment test conducted by the IICA. The Board is of the opinion that Independent Directors of the Company hold highest standards
of integrity and possess requisite qualifications, expertise & experience.

26. DECLARATION FROM DIRECTORS AND PRACTISING PROFESSIONAL:

Based on the written representations as received from the Directors of the Company, none of the Directors of the Company is
disqualified to act as a director as on March 31,2026.

M/s. Ragini Chokshi & Co, Practicing Company Secretaries and Secretarial Auditors of the Company, have also certified that none of
the Directors of the Company is disqualified from being appointed as a Director under the provisions of Section 164(1) and Section
164(2) of the Act ("the Act") read with Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended
from time to time. Further, none of the Directors has been debarred or disqualified from being appointed or continuing as director of the
Company by the Securities and Exchange Board of India ("SEBI"), the Ministry of Corporate Affairs ("MCA") or any other statutory
authority.

The certificate received from Secretarial Auditors forms part of this Board’s Report attached as an Annexure - 3.

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with
the Company, other than receipt of sitting fees and commission, wherever applicable.

27. PERFORMANCE EVALUATION AND MEETING OF INDEPENDENT DIRECTORS:

With the objective of enhancing the effectiveness of the Board, the Nomination and Remuneration Committee formulated the
methodology and criteria to evaluate the performance of the individual Directors including chairperson, the Committees of the Board
and Board as a whole.

The evaluation of the performance of the Board, Committees and each Director is based on the approved criteria laid down in the
Nomination and Remuneration Policy of the Company. The annual evaluation was carried out by way of structured questionnaires
which, inter alia, covered the composition and structure of the Board, the effectiveness of Board and Committee processes, the
adequacy and timeliness of the flow of information, and the contribution and participation of individual Directors etc.

The Independent Directors also held a separate meeting to review the performance of the non-independent Directors, the Chairman of
the Company, the overall performance of the Board along with its Committees.

The details of performance evaluation conducted during the Financial Year 2025-26 is provided in ‘Corporate Governance Report’
forming part of the Annual Report.

Outcome and Results of the Performance Evaluation

All the Directors of the Company as on March 31, 2026 participated in the annual performance evaluation process and expressed
satisfaction with the evaluation framework. During the year, the Nomination and Remuneration Committee (“NRC”) reaffirmed the
effectiveness of the questionnaire-based methodology for evaluating the performance of the Board, its Committees, and individual
Directors. The evaluation outcomes, deliberated upon with the Board, Committee Chairpersons, and individual Directors, reflected a
high level of engagement and diligence. The evaluation also confirmed that the Board and its Committees functioned effectively in
accordance with their respective terms of reference, supported by timely and comprehensive information and constructive
participation, enabling effective governance and oversight.

Familiarisation Programme for Directors

The Company has a structured familiarisation programme for all Directors, including Independent Directors, to enhance their
understanding of its business, industry, regulatory framework, and governance practices. Directors are regularly updated on key
business and regulatory developments through Board and Committee meetings, interactions with senior management, and circulation
of agenda papers, notes, policies, annual reports, and other relevant documents to facilitate informed decision-making. Independent
Directors are also apprised of their roles and responsibilities through formal letters of appointment. During the year, the Company
conducted familiarisation programmes in compliance with applicable provisions of the Act and Regulation 25(7) of the SEBI LOdR
Regulations.

Details of the familiarisation programmes are available on the Company's website at:

Https://www.akgroup.co.in/docs/Familiarization%20Programme%20for%20Independent%20Director-2024-25.pdf and also form part
of the Corporate Governance Report.

28. MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other
businesses. During the year under review, the Board met Six times. The details of the Board Meetings and the attendance of the
Directors at the meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 120 days.

29. BOARD COMMITTEES:

(a) Mandatory Committees

The Board of Directors has four Mandatory Committees, viz.

(i) Audit Committee;

(ii) Nomination and Remuneration Committee;

(iii) Stakeholders’ Relationship Committee; and

(iv) Corporate Social Responsibility Committee.

The details of all the Mandatory Committees along with their Composition, Terms of Reference and Meetings held during the year
are provided in ‘Corporate Governance Report’ forming part of the Annual Report.

(b) Non-Mandatory Committees

In addition to the above referred Mandatory Committees, the Board has also formed the following Committees of the Board and
delegated powers and responsibilities with respect to specific purposes:

(i) Banking and Investment Committee; and

(ii) Management Committee.

Details of Non-Mandatory Committees as mentioned above along with their Composition and Terms of Reference are provided in
‘Corporate Governance Report’ forming part of the Annual Report.

30. NOMINATION AND REMUNERATION POLICY:

The Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under Section 178(3) of the Act is mentioned and elaborated in the Nomination
and Remuneration Policy.

The policy is uploaded on website of the Company and can be accessed at

Https://www.akgroup.co.in/docs/NOMINATION%20AND%20REMUNERATION%20POLICY-akcsl.pdf.

The Nomination and Remuneration Policy is attached as Annexure - 4 to this Report.

31. CODE OF CONDUCT FOR THE BOARD AND SENIOR MANAGEMENT:

Pursuant to Regulation 17(5) of the SEBI LODR Regulations, the Company has adopted a Code of Conduct for the Board of Directors
and Senior Management Personnel, which lays down the standards of ethical conduct, integrity and accountability to be adhered to in
the discharge of their duties. The Code is available on the Company's website at

Https://www.akgroup.co.in/docs/Code%20of%20Conduct%20for%20Directors%20and%20Senior%20Management.pdf

All the Directors and Senior Management Personnel have affirmed compliance with the said Code for the financial year ended 31
March 2026, in accordance with Regulation 26(3) of the SEBI LODR Regulations.

32. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the requirements of the provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The
Composition and Terms of Reference of the CSR Committee is provided in the Corporate Governance Report forming part of this
Annual Report. During the Financial Year 2025-26, the Company was required to spend INR 76,83,776/-, being two per cent of the
average net profits of the three immediately preceding financial years computed in accordance with Section 198 of the Act, and has
spent INR 76,83,776/- towards CSR. The unspent amount, if any, has been dealt with in accordance with Section 135(5) and Section
135(6) of the Act, as applicable.

The Company has also formulated a CSR Policy which is available on the website of the Company at:
Https://www.akgroup.co.in/docs/CORPORATE%20SOCIAL%20RESPONSIBILITY%20POLICY-2Q26.pdf

The details of CSR activities undertaken during the Financial Year 2025-26 by the Company is attached as Annexure - 5 and forms an
integral part of this Report.

33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Act and the rules made thereunder and in terms of Regulation 4(2)(d)(iv) and Regulation
22 of SEBI LODR Regulations, the Company has in place a Whistle Blower Policy (“Vigil Mechanism”) for reporting genuine concerns
over happening of instances of any irregularity, unethical practice and/or misconduct involving the directors and employees. The Policy
may be accessed on the Company’s website at link:

Https://www.akgroup.co.in/docs/Vigil%20mechanism%20WhistleBlower%20policv.pdf
There was no instance of any such reporting received during the year under review.

34. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and has
duly constituted an Internal Complaints Committee (“ICC”), at group level, in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. All employees (permanent,
contractual and temporary trainees) are covered under this Policy. The Policy has been widely communicated internally and is placed
on the Company’s website.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

The details of complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
during the year under review are as below:

Sr. No.

Particulars

Details

1

Sexual Harassment Complaints received

NIL

2

Sexual Harassment Complaints disposed off

NIL

3

Number of Sexual Harassment Complaints pending beyond 90 days

NIL

The Annual Report prepared by the Internal Complaints Committee of the Company as per the provisions of Section 21 of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, as amended was duly submitted to the District Officer-
Women and Child Development located at Chembur, Mumbai.

35. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, and remains
committed to safeguarding the rights and welfare of its women employees in accordance with the applicable labour laws.

36. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT:

The Report on Management Discussion and Analysis for the year under review as required under Regulation 34(2) of the SEBI LODR
Regulations is set out separately and forms part of this Annual Report.

A Report on Corporate Governance, pursuant to Regulations 17 to 27, Clauses (b) to (i) and (t) of Regulation 46(2), and Paragraphs C,
D and E of Schedule V of the SEBI LODR Regulations, as amended from time to time, forms part of this Annual Report.

The Company has complied with all the applicable Corporate Governance requirements prescribed under the SEBI LODR Regulations.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS AND COURTS:

There were no significant and material orders passed by any Regulators, Courts or Tribunals during the Financial Year 2025-26, which
would impact the going concern status of the Company or its future operations.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate
sources of energy and investments for energy conservation, wherever required have been taken. The Company remains committed to
conserving energy, protecting the environment and ensuring a safe and sustainable workplace.

The Company recognizes the importance of a robust and secure information technology infrastructure in today's dynamic business
environment. Accordingly, it continues to invest in modern technologies and digital infrastructure to enhance operational efficiency,
strengthen internal processes and deliver faster and more efficient services to its stakeholders. These initiatives enable the Company to
improve customer service and maintain its competitiveness in the market.

The Company has no foreign exchange earnings and outgo during the Financial Year 2025-26.

39. ACHIEVEMENTS & AWARDS:

The brief details of recognition, awards and accolades are provided in the Management Discussion and Analysis Report, which forms
part of this Annual Report.

40. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily traded in dematerialised form. As on March 31,2026, out of the Company’s total
paid-up Equity Share Capital comprising 66,00,000 Equity Shares, 65,86,888 Equity Shares, representing 99.80% of the paid-up
Equity Share Capital of the Company, were held in dematerialised form.

In accordance with Regulation 40 of the SEBI LODR Regulations, any fresh transfer requests for securities shall be processed in
demat/electronic form only. Members holding shares of the Company in physical form are requested to kindly get their shares converted
into demat/electronic form to get inherent benefits of dematerialisation. The Company shall effect credit of securities pursuant to
investor service requests in relation to various corporate actions as mentioned therein and issuance of duplicate securities on account
of loss or old decrepit or worn out certificates in dematerialised form within a period of thirty days from the date of receipt of such request
along with relevant documents.

Further, Members may please note that SEBI has mandated listed companies to issue securities in demat form only while processing
any service requests viz., issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/exchange of
securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios;
transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed
Forms, the format of which is available on Company’s website at
www.akgroup.co.in and on the website of the RTA at
https://web.in.mpms.mufg.com . It may be noted that any service request or complaint can be processed only after the folio is KYC
compliant. Members holding shares in physical form may raise a service request to the Company/RTA for any assistance relating to the
shares of the Company.

To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or
demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic
statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.

41. INVESTOR EDUCATION AND PROTECTION FUND (IEPF”):

In accordance with provisions of Section 124 and Section 125 of the Act and other applicable provisions of Act, if any read with Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are
required to be transferred by the Company to the IEPF, after completion of Seven (7) years. Further, according to IEPF Rules, the
shares on which dividend has not been claimed by the Members for Seven (7) consecutive years or more shall be transferred to the
demat account of the IEPF Authority.

The information pertaining to unclaimed and unpaid dividends for last seven years and the details of such Members whose unclaimed
dividend / shares have been transferred to IEPF Authority is also available on the Company’s website
www.akgroup.co.in.

During the year, the Company has transferred the unclaimed and unpaid dividends for the financial year 2017-18 of INR 2,43,276/-
(Indian Rupees Two Lakhs Forty-Three Thousand Two Hundred and Seventy-Six only) to IEPF. Further, the unclaimed and unpaid
dividend pertaining to the financial year 2018-19 amounting to INR 1,72,050 (Indian Rupees One Lakh Seventy-Two Thousand and
Fifty only), remaining unclaimed for a period of seven consecutive years, is due to be transferred to the IEPF in October 2026. The
corresponding equity shares, if any, in respect of which dividend has remained unclaimed for seven consecutive years, shall also be
transferred to the IePf Authority in accordance with the provisions of the Act and the applicable Rules made thereunder.

42. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) on Meetings of the
Board of Directors (SS-1) and General Meeting (SS-2) including relaxation provided therein.

43. WEBLINK OF ANNUAL RETURN:

A weblink of Annual Return for the Financial Year ended March 31,2026, in Form MGT - 7 as required under Section 92(3) and Section
134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the
Company at link:
https://www.akgroup.co.in/docs/FORM%20MGT-7 FY%202025-26.pdf

44. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, are provided in the
Annual Report and is attached as
Annexure - 6 and forms an integral part of this Report.

Information as required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by the Members at the Registered
Office of the Company between 2 p.m. to 4 p.m. on any working day (Monday to Friday) up to the date of 33rd Annual General Meeting of
the Company. Any member who is interested in obtaining such information may write to the Company Secretary and the same will be
furnished on such request.

Further, as on the close of the Financial Year March 31,2026, the Company had a total of 85 employees, comprising 66 male employees
and 19 female employees. There were no transgender employees on the rolls of the Company as on March 31,2026

45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

As on March 31,2026, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

There was no one-time settlement entered into by the Company with any bank or financial institution during the Financial Year 2025-26.

47. CAUTIONARY STATEMENT:

The statement in the Directors’ Report and the Management Discussion and Analysis Report describing the Company’s objectives,
expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. These risks and uncertainties include the effect of economic and political
conditions in India, volatility in interest rates, new regulations and Government policies that may impact the Company’s business as well
as its ability to implement the strategy. The Company does not undertake to update these statements.

48. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep and sincere gratitude for the valuable guidance and support received from the
Depository Participants, Government Authorities, Regulators, Stock Exchanges, Bankers of the Company, Auditors of the Company,
Other Statutory Bodies, Clients, Consultants, Advisors, Registrar & Share Transfer Agent, Financial Institutions and Business Partners.
Your Directors would also like to take this opportunity to express their gratitude to the Members of the Company for their trust and
support. The Board also wishes to thank the employees of the Company and its subsidiaries at all levels for the dedicated services
rendered by them. Your Directors look forward to your continuing support.

On behalf of the Board of DirectorsA. K. Mittal Ashish AgarwalManaging Director Whole-time Director(DIN: 00698377) (DIN: 08064196)