We have audited the accompanying standalone financial statements of Ashika Credit Capital Limited (“the Company"), which comprise the Balance Sheet as at 31st March, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements including a summary of material accounting policy information and other explanatory information (hereinafter referred to as "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India including the Indian Accounting Standards (“Ind AS") prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, of the state of affairs of the Company as at 31st March, 2026, its profit (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.
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NO Key audit matter(s)
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How our audit addressed the key audit matter
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1. Impairment loss allowance of loans
Impairment loss allowance of loans
(“Impairment loss allowance") is a key audit matter as the Company has significant credit risk exposure. The value of loans on the balance sheet is significant and there is a high degree of complexity and judgement involved for the Company in estimating individual and collective credit impairment provisions, write-offs against these loans.
The Company's model to calculate expected credit loss (“ECL") is inherently complex and judgement is applied in determining the three-stage impairment model (“ECL Model"), including the selection and input of forward-looking information. ECL provision calculations require the use of large volumes of data. The completeness and reliability of data can significantly impact the accuracy of the modelled impairment provisions. The accuracy of data flows and the implementation of related controls are critical for the integrity of the estimated impairment provisions.
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We started our audit procedures with the understanding of the internal control environment related to Impairment loss allowance. Our procedures over internal controls focused on recognition and measurement of impairment loss allowance. We assessed the design and tested the operating effectiveness of the selected key controls implemented by the Company.
We also assessed whether the impairment methodology used by the Company is in accordance with the assumptions and methodology approved by the Board of Directors of the Company, which is based on and in compliance with Ind AS 109, “Financial instruments". More particularly, we assessed the approach of the Company regarding the definition of default, Probability of Default, Loss Given Default and incorporation of forward-looking information for the calculation of ECL.
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Key audit matter(s)
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How our audit addressed the key audit matter
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For loans which are assessed for impairment on a portfolio basis,
we performed particularly the following procedures:
♦ tested the reliability of key data inputs and related management controls;
♦ checked the stage classification as at the balance sheet date as per definition of default;
♦ validated the ECL model and calculation;
♦ calculated the ECL provision manually for a selected sample; and
♦ We have checked the provision on Loan Assets as per Income Recognition, Asset Classification and Presentation ("IRACP") norms as required in terms of paragraph 10 of Reserve Bank of India (Non-Banking Financial Companies- Financial Statements: Presentation and Disclosures) Direction, 2025 (“the Direction"). We have assessed disclosure requirements for classification and identification of Stage 3/NPAs in accordance with RBI circulars.
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2.
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Business Combination under Common Control
During the previous year ended 31st March, 2025, a Scheme of Amalgamation (“the Scheme") involving merger of Yaduka Financial Services Limited (“YFSL") with and into the Company was approved by the Board of Directors of the respective companies at their meeting held on July 31, 2024 and a Composite Scheme of Amalgamation (the “Composite Scheme") involving merger of (i) Ashika Commodities & Derivatives Private Limited (“ACDPL" or “Transferor Company"), Wholly Owned Subsidiary of Ashika Global Securities Private Limited (“AGSPL" or “Amalgamating Company" or “Transferee Company"), with and into AGSPL and (ii) AGSPL with and into the Company was approved by the Board of Directors of the respective companies at their meeting held on November 12, 2024. The Appointed Date for the Scheme is October 01, 2024 and for the Composite Scheme is 1st April, 2025. The Scheme and the Composite Scheme were approved by Hon'ble National Company Law Tribunal, Kolkata Bench, vide their order dated November 4, 2025 and May 08, 2026, respectively. The certified copy of the said order with respect to the Scheme and the Composite Scheme were received on November 17, 2025 and May 15, 2026, respectively and the same was subsequently intimated to the stock exchange.
The Company and YFSL both have filed the certified true copy of the order of the Hon'ble National Company Law Tribunal sanctioning the Scheme, along with the Scheme itself, with the Registrar of Companies, West Bengal, on November 18, 2025 and accordingly, the Scheme has become effective from the November 18, 2025 ("Effective Date").
The Company, the Transferor and the Transferee Company all have filed the certified true copy of the order of the Hon'ble National Company Law Tribunal sanctioning the Composite Scheme, along with the Composite Scheme itself, with the Registrar of Companies, West Bengal, on May 15, 2026 and accordingly, the Composite Scheme has become effective from the May 15, 2026 ("Effective Date").
The Company has prepared the accompanying standalone financial statements after giving effect of the Scheme and the Composite Scheme as per the accounting treatment prescribed under the Scheme and the Composite Scheme, respectively in accordance with the accounting principles given under Appendix C of Ind AS 103, Business Combinations.
In accordance with the said Ind AS principles, amalgamation has been given effect with effect from April 01, 2024, as if the amalgamation had occurred from the beginning of the comparative period, and accordingly, the comparative figures for the period presented in the standalone financial statements have been restated.
We identified this as a key audit matter in our audit of the standalone financial statements as the merger is considered a significant event that occurred during the year.
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Our audit procedures, among others included the following:
We inspected the documents filed by the Company with the Registrar of Companies including the NCLT order based on which the Scheme became effective.
We read and understood the accounting treatment in the Scheme as sanctioned by NCLT.
We assessed the workings prepared by management for merger including the workings prepared for restatement of comparative figures for previous year as required by Appendix C to Ind AS 103. We evaluated whether the appropriate accounting treatment has been applied to the merger.
We assessed the disclosures in the standalone financial statements for compliance with the relevant accounting standard requirements.
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Emphasis of Matter
We draw attention to the following matters in the notes to the standalone financial statements:
1. Note 33(a) to the standalone financial statements with regard to the Scheme of Amalgamation involving merger of Yaduka Financial Services Limited ("YFSL"), being the Transferor Company, with and into the Company ("the Scheme"), as approved by the Hon'ble National Company Law Tribunal vide their order dated November 04, 2025. The Company has prepared the accompanying standalone financial statements after giving effect of the Scheme as per the accounting treatment prescribed under the Scheme in accordance with the accounting principles given under Appendix C of Ind AS 103, Business Combinations. Accordingly, the comparative financial information has been restated to reflect the aforesaid business combination, as further described in the said note.
2. Note 33(b) to the standalone financial statements with regard to the Composite Scheme of Amalgamation involving merger of (i) Ashika Commodities & Derivatives Private Limited ("ACDPL" or "Transferor Company"), Wholly Owned Subsidiary of Ashika Global Securities Private Limited ("AGSPL" or "Amalgamating Company" or "Transferee Company"), with and into AGSPL and
(ii) AGSPL with and into the Company ("the Composite Scheme"), as approved by the Hon'ble National Company Law Tribunal vide their order dated May 08, 2026. The Company has prepared the accompanying standalone financial statements after giving effect of the Composite Scheme as per the accounting treatment prescribed under the Composite Scheme in accordance with the accounting principles given under Appendix C of Ind AS 103, Business Combinations. Accordingly, the comparative financial information has been restated to reflect the aforesaid business combination, as further described in the said note.
Our report is not modified in respect of these matters.
Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board's Report including Annexures to Board's Report, Report on the Corporate Governance but does not include the standalone financial statements, consolidated financial statements and our auditor's report thereon. The above mentioned information are expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
♦ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
♦ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
♦ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
♦ Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
♦ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
a) In accordance with the Scheme referred to in Note 33 to the standalone financial statements, the reported figures for the comparative period presented has been restated to include the financial information of YFSL. Such financial information of YFSL, which has been included for the purpose of restatement of comparative period i.e. for the year ended 31st March, 2025, was audited by the then Statutory Auditor of YFSL under the accounting principles generally accepted in India i.e. Previous IGAAP, who had issued an unmodified audit report dated June 30, 2025 on such financial statements. Further, the then Statutory Auditor of YFSL has vide their review report dated February 04, 2026 reviewed the Ind AS adjustments done to the aforesaid financial statements for the year ended 31st March, 2025. The said report was furnished to us and has been relied upon by us.
We have reviewed the adjustments made by the management consequent to the amalgamation of YFSL with the Company to arrive at the restated figures for the year ended 31st March, 2025.
b) In accordance with the Composite Scheme referred to in Note 33 to the standalone financial statements, the reported figures for the comparative period presented has been restated to include the financial information of ACDPL and AGSPL. Such financial information of ACDPL
and AGSPL, which has been included for the purpose of restatement of comparative period i.e. for the year ended 31st March, 2025, the financial information of both ACDPL and AGSPL was audited by their then respective Statutory Auditor, who had issued an unmodified audit report dated June 21, 2025 and June 30, 2025 respectively on such financial statements. The said report was furnished to us and has been relied upon by us.
We have reviewed the adjustments made by the management consequent to the amalgamation of ACDPL and AGSPL with the Company to arrive at the restated figures for the year ended 31st March, 2025.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory
Requirements
(1) As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we report in "Annexure 1", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
(2) As required by section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;
e. On the basis of the written representations received from the directors as on 31st March, 2026, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 from being appointed as a director in terms of section 164(2) of the Act;
f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to ou r separate report in "Annexure 2";
g. With respect to the other matter to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 32 on Contingent Liabilities to the standalone financial statements;
(ii) The Company did not have any long¬ term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
(iv) (a) The management has represented that,
to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iv) (b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iv) (c) Based on the audit procedures that are considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to
For DHC & Co.
Chartered Accountants ICAI Firm Registration No.
Pradhan Priya Dass
Partner
Membership No. 219962 UDIN: 26219962GJVXYW7270
Place: Bengaluru Date: May 17, 2026
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
(v) The Company has not declared nor paid any dividend during the year. Hence, reporting the compliance with section 123 of the Act is not applicable.
(vi) Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended 31st March, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
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