Key Resolutions and Details
Item No. 1: Appointment of Statutory Auditors (Ordinary Resolution)
- To approve appointment of M/s. J K V S & Co, Chartered Accountants (Firm Registration Number: 318086E)
- To fill casual vacancy caused by resignation of M/s. DHC & Co., Chartered Accountants (Firm Registration No. 103525W)
- Resignation due to ineligibility as per RBI criteria for NBFC-Middle Layer entities
- Appointment effective from 18th May, 2026 till conclusion of next AGM in 2026
- Proposed audit fee: ₹18 lakh for FY 2026-27 plus applicable taxes and out-of-pocket expenses
- Previous auditor M/s. DHC & Co. was appointed for 3 years from conclusion of 31st AGM (2024) to 34th AGM (2027)
Item No. 2: Borrowing Limits (Special Resolution)
- To authorize borrowing under Section 180(1)(c) of Companies Act, 2013
- Borrowing limit not to exceed ₹2500 Crores outstanding at any point
- Supersedes previous resolution passed at 25th AGM (1st September, 2018) for ₹1000 Crores
- Funds required for working capital and business requirements
Item No. 3: Creation of Charges/Mortgages (Special Resolution)
- To create pledge/charge/mortgage/hypothecation/assignment on company assets
- To extend guarantees under Section 180(1)(a) and Regulation 24 of SEBI LODR
- Total limit not to exceed ₹2500 Crore for securing borrowings
- To secure loans for company, subsidiaries, associate companies, joint ventures
Item No. 4: Limits under Section 185 (Special Resolution)
- To advance loans/give guarantees/provide security to subsidiaries, associates, joint ventures
- Aggregate limit not to exceed ₹3000 Crores at any time
- Loans to be utilized by borrowing entities for principal business activities
Item No. 5: Donations/Contributions (Ordinary Resolution)
- To make donations/contributions under Section 181 of Companies Act, 2013
- Limit not exceeding ₹10 Crores in any financial year
- May exceed 5% of company's average net profits of three immediately preceding financial years
Item No. 6-13: Related Party Transactions (Ordinary Resolutions)
Multiple approvals sought for material related party transactions:
Item 6: With Ashika Private Equity Advisors Pvt Ltd (Subsidiary)
- Consolidated approval of ₹215 crore per financial year for 3 years (FY2026-27 onwards)
- Includes loans (₹50cr), investments (₹50cr), guarantees (₹50cr), services (₹30cr), leasing (₹5cr), other RPTs (₹30cr)
Item 7: With Promoter group companies
- Consolidated approval of ₹465 crore per financial year for 3 years
- Includes loans (₹100cr), guarantees (₹100cr), services (₹30cr), leasing (₹10cr), borrowing (₹200cr), other RPTs (₹25cr)
Item 8: With Promoter directors
- Consolidated approval of ₹425 crore per financial year for 3 years
- Includes borrowing (₹100cr), personal guarantees (₹300cr), other RPTs (₹25cr)
Item 9: With FS Ashika Ventures IFSC Private Limited
- Consolidated approval of ₹65 crore per financial year for 3 years
- Includes loans (₹25cr), investments (₹25cr), services (₹10cr), other RPTs (₹5cr)
Item 10: With Ashika Private Equity Trust (Category II AIF)
- Consolidated approval of ₹145 crore per scheme per financial year for 5 years
- Includes loans (₹25cr), investments in AIF units (₹120cr)
Item 11: With Trust registered as Category II/III AIF
- Consolidated approval of ₹145 crore per scheme per financial year for 5 years
- Includes loans (₹25cr), investments in AIF units (₹120cr)
Item 12: Between Ashika Stock Services Ltd (WOS) and related parties
- Approval for RPTs between subsidiary and related parties
Item 13: Between subsidiaries and Ashika Global Finance Pvt Ltd
- Approval for RPTs between various subsidiaries and promoter group company
Voting Process Details
- Remote e-voting through NSDL
- Voting period: 31st May, 2026 (9:00 AM IST) to 29th June, 2026 (5:00 PM IST)
- Cut-off date for eligibility: 22nd May, 2026
- Results to be announced on or before 1st July, 2026
- Scrutinizer: Ms. Sneha Khaitan Jalan (CP No. 14929), Partner at M/s. M R & Associates
- Notice sent only through electronic mode to members with registered email addresses
Financial Context
- Company classified as NBFC-Middle Layer as per RBI Master Directions
- Aggregate asset size exceeded ₹1000 crores as on 31st March, 2026
- Requires compliance with enhanced regulatory framework for NBFC-ML entities
Annexure Details
The explanatory statement includes extensive annexures (A and B) providing:
- Detailed information on related parties including financial performance
- Transaction values and percentages of turnover
- Terms and conditions of proposed transactions
- Justification for related party transactions at arm's length basis
- Information as required under SEBI LODR and Industry Standards Forum
Impact Assessment
- All transactions stated to be in ordinary course of business at arm's length
- Audit Committee and Board have provided prior approval for all resolutions
- Independent directors have reviewed and accorded consent
- Certificates from MD and CFO confirming transactions not prejudicial to shareholder interests