To,
The Members,
Ajcon Global Services Limited
The Board of Directors is pleased to present herewith the 39th Annual Report
of Ajcon Global Services Limited ("the Company" or "AGSL") along with
the Audited Financial Statements for the Financial Year ended on 31.03.2026
("financial year under review"). This report comprises of our financial
performance, key strategic initiatives and corporate governance practices adopted by the
Company that have guided the Company towards the commendable growth trajectory.
The performance of the Company for the financial year ended 31.03.2026 is summarized
below:
FINANCIAL RESULTS
( in Lacs)
|
Standalone |
Consolidated |
Particulars |
Year Ended 31.03.2026 |
Year Ended 31.03.2025 |
Year Ended 31.03.2026 |
Year Ended 31.03.2025 |
| Total Revenue |
1757.68 |
1561.27 |
3643.66 |
1671.47 |
| Profit /(Loss) before Interest & Depreciation |
97.01 |
131.34 |
145.27 |
186.66 |
| Less: Interest & Bank charges |
42.84 |
42.61 |
70.88 |
70.79 |
| Less: Depreciation & Amortization Expenses |
35.12 |
36.50 |
37.20 |
37.10 |
| Profit/(loss) before Tax |
19.05 |
52.23 |
37.19 |
78.78 |
| Less: Provision for Taxation |
4.50 |
13.35 |
9.17 |
20.03 |
| Less: Deferred Tax Expenses/(Savings) |
1.31 |
1.48 |
1.40 |
1.62 |
Less: Short / (Excess) Tax Provision of Tax in Earlier Years |
-- |
-- |
2.31 |
(0.24) |
| Profit /(Loss) after Tax |
13.24 |
37.40 |
24.31 |
57.36 |
Share of Profit /Loss transferred to Minority Interest |
-- |
-- |
1.58 |
3.09 |
| Profit /(Loss) after Tax Carried to Balance Sheet |
13.24 |
37.40 |
22.73 |
54.27 |
The above figures are extracted from the Financial Statements prepared in accordance
with Indian Accounting Standards
("IND AS") as notified under Section 129 and 133 of the Companies Act, 2013
("the Act") read with the Companies
(Accounts) Rules, 2014 and other relevant provisions of the Act and the Securities and
Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), as amended from time to time.
OPERATIONS:
STANDALONE
The operations of the Company for the year under review have resulted in the EBIDTA of
97.01 Lacs as against 131.34 Lacs in the previous year. After providing for interest,
depreciation and taxes, the Company has recorded a net profit of 13.24 Lacs as against
37.40 Lacs in the previous year.
CONSOLIDATED
The operations of the Company along with its subsidiaries on consolidated basis for the
year under review have resulted in the EBIDTA of 145.27 Lacs as against 186.66 Lacs in the
previous year. After providing for interest, depreciation and taxes, the Company has
recorded a net profit of 24.31 Lacs as against 57.36 Lacs in the previous year. The
Company's operations are impacted by the geo-political situation & economic activity
creating market volatility & uncertainty. The effect of markets being down at the
close of the year also factored in the above results. Barring unforeseen circumstances,
your Directors expect better performance in the current year.
NON APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS
Pursuant to Regulation 15 (2) of the SEBI ( Listing Obligations and Disclosure
Requirements ) Regulations 2015, the Corporate Governance provisions as specified in
Regulations 17 to 27 and clause (b) to (i) of Sub Regulation (2) of Regulation 46 and Para
C,D and E of Schedule V are not applicable to the Company as the Paid Up capital of the
Company is 6.12 Crores, which is less than 10.00 Crores and Net Worth is 20.69 Crores
which is less than 25.00 Crores as on 31.03.2026. Even for the previous year ended
31.03.2025 its Paid Up Capital and the Net Worth were less than the above thresholds.
Accordingly, the Company is not statutorily required to provide a Report on Corporate
Governance. However the Company has voluntarily complied with certain requirements on good
governance basis in this Report.
DIVIDEND
In order to conserve the resources for working capital needs, your Directors do not
recommend any dividend.
TRANSFER TO RESERVES
Your Directors have decided to retain the entire amount of profit under Retained
Earnings. Accordingly, your Company has not transferred any amount to General Reserves for
the year ended 31 March, 2026.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business during the Financial Year 2025-26.
SHARE CAPITAL
During the year the Company has sub-divided/split its existing equity shares from face
value 10 /- to 1 /- each. The Authorised Share Capital of the Company stands at
10,00,00,000 (Rupees Ten Crores Only) divided into
10,00,00,000 (Ten Crore) Equity Shares of 1/- (Rupee One Only) each.
The Issued, Subscribed and Paid up Share Capital stands at 6,11,62,000 (Rupees Six
Crores Eleven Lakhs Sixty Two Thousand Only) divided into 6,11,62,000 (Six Crores Eleven
Lakhs Sixty Two Thousand Only) Equity Shares of 1 (Rupee
One Only) each.
CONVERTIBLE WARRANTS
Consequent upon the aforesaid sub-division/ split, 1 Convertible Warrant (Total
10,00,000 Convertible Warrants issued by the Company in Financial Year 2024-2025) of Face
Value of 10 (Rupees Ten Only) each shall be converted into 10 Fully paid up Equity Shares
of Face Value of 1 (Rupee One Only) each on the receipt of full amount of subscription.
DEPOSITORY DETAILS
As on 31.03.2026, out of the Company's total paid up Equity Shares of 6,11,62,000;
5,85,56,950 (95.74%) were held in dematerialised mode in both CDSL & NSDL and
26,05,050 (4.26%) were held in Physical mode. Although,the Company's Equity Shares are
compulsorily tradable in electronic form on BSE.
SUBSIDIARY COMPANIES
The Company has 1 (One) material subsidiary i.e. Ajcon Finance Limited and 2 (two)
wholly owned subsidiaries namely Ajcon Comtrade Private Limited and Kanchanmanik
Securities Private Limited as on 31.03.2026. The details of subsidiaries are available on
Company website www.ajcononline.com.
There are no associate companies or joint venture within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act").
There has been no material change in the nature of the business of the subsidiaries.
A separate statement ( FORM AOC-1) containing the salient features of the financial
statements of all the subsidiaries of your Company forms part of consolidated financial
statements in compliance with Section 129 and other applicable provisions, if any, of the
Companies Act, 2013 is given in (Annexure-A).
Pursuant to the provisions of Section 136 (1) of the Companies Act, the financial
statements including the consolidated financial statements, financial statements of the
subsidiary companies and all other documents required to be attached to this report have
been uploaded on the website of your Company (www.ajcononline.com).
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its subsidiaries for FY
2025-2026 have been prepared in compliance with the applicable provisions of the Companies
Act, 2013 ("the Act") and as stipulated under Regulation 33 of the SEBI (LODR)
Regulations, 2015 as well as in accordance with the Indian Accounting Standards notified
under the Companies (Indian Accounting Standards) Rules, 2015. The Audited Consolidated
Financial Statements together with the
Independent Auditor's Report therefrom form part of this Annual Report.
Pursuant to Section 129 (3) of the Companies Act, 2013 a statement containing the
salient features of the Financial Statement of the subsidiary companies is attached to the
Financial Statement in Form AOC-1 (Annexure-A)
Further pursuant to the provisions of Section 136 of the Companies Act, 2013 the
Company will make available the said financial statement of the subsidiary companies upon
a request by any Member of the Company or its subsidiary companies. These financial
statements of the Company and the subsidiary Companies will also be kept open for
inspection by any member. The member can send an e-mail to cs@ajcon.net up to the date of
the AGM and the same would also be available on the Company's Website at
https://www.ajcononline.com/wp-content/uploads/Annualreport/ajconglobal/An_agsl2026.pdf
PUBLIC DEPOSITS
During the financial year 2025-2026, your Company has not accepted or renewed any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 from its members or the public. No amount
of principal or interest was outstanding as on the date of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE ACT
The details of loans and investments are given in the Notes to the Financial Statement
forming part of Annual Report of the Company. During FY 2025-26, the Company has not given
guarantee to any of its subsidiaries, associate companies and other body corporates and
persons.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility (CSR) are not applicable to the
Company yet. Therefore the Company has not constituted a Corporate Social Responsibility
Committee for the same. The provisions of a Corporate Social Responsibility shall be
complied in true letter and spirit as and when applicable in the near future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as per SEBI Listing
Regulations, is presented in a separate section, which forms part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN 31st March, 2026 & 22nd May, 2026 (Date of
Report)
There were no material changes and commitments affecting the financial position of the
Company between the end of financial year (31st March, 2026) and the date of
the Report (22nd May, 2026).
DIRECTORS AND KEY MANAGERIAL PEROSNNEL
The Board of the Company is formed with an optimum combination of Executive and
Non-Executive Directors, which not only meets the statutory obligation but also make a
diversified Board with a mixed blend of experiences, expertise, and professionalism. a)
Retirement by Rotation
As per Section 152 of the Companies Act, 2013, Mr. Ankit Ajmera (DIN: 00200434),
Executive & Non-Independent Director, retires by rotation at the ensuing 39th
AGM and being eligible, offers himself for re-appointment. b) Appointments,
Reappointments and Changes in Board of Directors
During the year under review, there were no appointment, reappointment and changes made
in the Board of Directors. c) Key Managerial Personnel
Mr. Ashok Ajmera (Chairman, Managing Director & CEO), Mr. Ankit Ajmera (Whole -Time
Director & CFO), Mr. Anuj Ajmera (Whole -Time Director) and Mr. Kaushal Shukla,
(Company Secretary) are the Key Managerial Personnel of the Company in accordance with the
provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS
The details of the Remunerations & Sitting Fees paid to the Board of Directors for
the Financial Year 2025-2026 is given below: (Amount in )
DIRECTORS |
REMUNERATION (INCLUDING PERQUISITES) |
COMMISSION |
SITTING FEES |
TOTAL |
| Mr. Ashok Ajmera |
36,28,800 |
NIL |
NIL |
36,28,800 |
| Mr. Ankit Ajmera |
35,01,600 |
NIL |
NIL |
35,01,600 |
| Mr. Anuj Ajmera |
35,01,600 |
NIL |
NIL |
35,01,600 |
|
|
|
Total |
1,06,32,000 |
Sitting Fees Paid to Independent Directors- 2,00,000/- .
The Non-Executive-Independent Directors do not draw any remuneration from the Company
except sitting fees.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The ratio of remuneration of each director to the median of employees' remuneration as
per Section 197 (12) of the
Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure B to this
Report. In accordance with the provisions of Section 197 (12) of the Act and Rule 5 (2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
names and other particulars of employees are available with the Company.
COMPLIANCE OFFICER
Pursuant to Regulation 6(1) of the SEBI (LODR), Regulation 2015, CS Kaushal Shukla
(ICSI M.No.: A39234) has been designated as Compliance Officer of the Company with effect
from 30.01.2024.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteria
of independence as specified under Section 149 (6) of the Act and that they qualify to be
independent directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. They have also confirmed that they meet the
requirements of 'Independent Director' as mentioned under Regulation 16 (1) (b) of the
SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The confirmations were placed before the
Board which was duly noted.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of companies Act, 2013 and in accordance with SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out
annual performance evaluation of its own performance, the Directors individually as well
the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder
Relationship Committee and Risk Management Committee. A structured questionnaire was
prepared after taking into consideration inputs received from the Directors, covering
various aspects of the Board's functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution and performance of specific duties,
obligations and governance. During the year under review, the Independent Directors of
your Company carried out the performance evaluation of Non- Independent Directors and
Chairperson at a separate meeting of Independent Director and the Directors expressed
their satisfaction with the evaluation process.
BOARD AND COMMITTEE OVERVIEW
Board diversity Your Company has over the years been fortunate to have eminent
persons from diverse fields as Directors on its Board. The Nomination and Remuneration
Committee (NRC) has formalized a policy on Board Diversity to ensure diversity of
experience, knowledge, perspective, background, gender, age and culture from time to time.
Company has voluntarily constituted following committees: a) Audit Committee (AC) b)
Nomination and Remuneration Committee (NRC) c) Stakeholder's Relationship Committee (SRC)
d) Risk Management Committee (RMC) The Composition of various committees is as follows:
Audit Committee |
|
Sr. No. Name of Member |
Designation |
| 1. CA Rahul Atal |
Independent Director (Chairman) |
| 2. CA Sangeeta Vijay Kumar |
Independent Director (Member) |
| 3. Mr. Ankit Ajmera |
Whole-Time Director (Member) |
Nomination & Remuneration Committee |
|
Sr. No. Name of Member |
Designation |
| 1. CA Sangeeta Vijay Kumar |
Independent Director (Chairman) |
| 2. Mrs. Beverly S N Avalani |
Independent Director (Member) |
| 3. CA Rahul Atal |
Independent Director (Member) |
Stakeholder Relationship Committee |
|
Sr. No. Name of Member |
Designation |
| 1. CA Rahul Atal |
Independent Director (Chairman) |
| 2. Mr. Ankit Ajmera |
Whole-Time Director (Member) |
| 3. Mr. Anuj Ajmera |
Whole-Time Director (Member) |
Risk Management Committee |
|
Sr. No. Name of Member |
Designation |
| 1. CA Ashok Ajmera |
Managing Director (Chairman) |
| 2. CA Rahul Atal |
Independent Director (Member) |
| 3. Mr. Ankit Ajmera |
Whole-Time Director (Member) |
Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly
results of the Company. During the year, Five (05) Board Meetings were convened and held
on 28.04.2025, 29.05.2025, 12.08.2025, 10.11.2025 & 12.02.2026. The intervening gap
between the two meetings was within the period stipulated under the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.
Audit Committee:
The company has constituted an Audit Committee pursuant to Section 177 of the Companies
Act, 2013. The Committee comprises of 3 directors with majority being independent
Directors. During FY 2025-26, the Committee met 5 (five) times on 28.04.2025, 29.05.2025,
12.08.2025, 10.11.2025 & 12.02.2026. The Company being exempt from Chapter IV of SEBI
(LODR) Regulations, 2015 under Regulation 15 (2), is not required to comply with the
detailed requirement of Regulation 18 of SEBI (LODR). The Committee functions as per basic
requirements of Section 177 of the Companies Act, 2013. The Nomination & Remuneration
Committee (NRC) is comprising of 3 directors majority of whom are Independent Directors.
During the year the Committee met 1 (One) time on 29.05.2025. Stakeholders Relationship
Committee (SRC) comprising of 3 directors, met on 12.08.2025.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has adhered to the principles of
sound risk management and has a Risk Management Policy in Place. The main objective of
this policy is to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the
business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related
issues.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
INVESTOR RELATIONS
In compliance with Regulation 46 of the SEBI Listing Regulations, the Company promptly
disseminates on its website for the benefit of investors, analysts, and other shareholders
immediately following the communication of financial results to the Stock Exchanges.
Additionally, the Company publishes quarterly financial results in prominent business
newspapers and on its website. Recognizing the importance of transparent communication,
the Company ensures that material developments related to the Company, which could
potentially impact its stock price, are disclosed to stock exchanges in accordance with
the
Company's Policy for Determination of Materiality of events or Information. The Company
adheres to a policy of not selectively disclosing unpublished price-sensitive information.
During the year, the company has not received any complaint from investors.
ANNUAL RETURN
In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, together
with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return (MGT-7) of the Company is accessible on our website www.ajcononline.com in
disclosure icon.
ANNUAL GENERAL MEETING (AGM)
The last AGM of the Company was held on Monday, 21.07.2025 at 11:30 a.m. through
VC/OAVM mode with deemed venue at the Registered Office of the Company. A Special
resolution about the re-appointment of Mr. Ashok Ajmera as the Managing Director was
passed at the said AGM.
POSTAL BALLOT
During the Year, the following Resolutions were passed through Postal Ballot:-
(i) Appointment of CA Sangeeta Vijay Kumar (DIN: 10704866) as a Non - Executive-
Independent Director of the Company. (ii) Sub division/ Split of Equity Shares from 1
(one) Equity Share of 10/- each to 10 (ten) Equity shares of 1/- each.
PROHIBITION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has
adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by
Insiders" ("the Code"). The Code is applicable to all Directors, Designated
persons and connected Persons and their immediate relatives, who have access to
Unpublished Price Sensitive information (UPSI) relating to the Company.
The Code, inter alia, lays down the procedures to be followed by designated persons
while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive
Information ("UPSI") during trading window closure period. The Code covers
Company's obligation to maintain a digital database, mechanism for prevention of insider
trading and handling of
UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also
includes code for practices and procedures for fair disclosure of unpublished price
sensitive information which has been made available on the Company's website.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large. All Related Party Transactions are placed before the
Audit Committee & Board for their approval whenever applicable. Prior omnibus approval
for normal business transactions is also obtained from the Audit Committee for the Related
Party Transactions which are of repetitive nature and accordingly the required disclosures
are made to the Committee on quarterly basis in terms of the approval of the Committee.
The details of the related party transactions are given in the notes to the accounts.
The policy on Related Party Transactions as approved by the Board has been uploaded on
the Company's website www.ajcononline.com/disclsoures/corporate policies & codes. None
of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
AUDITORS
The Members of the Company at the 35thAnnual General Meeting ('AGM') held on
28thSeptember, 2022, approved the appointment of M/s. Bhatter & Co.,
Chartered Accountants, Mumbai (Firm Registration No. 131092W) as the Statutory Auditors of
the Company for a period of five years commencing from the conclusion of the 35thAGM
till the conclusion of the 40thAGM, as recommended by the Audit Committee and
approved by Board of Directors of the Company. The Company had received the consent letter
and eligibility certificate from M/s. Bhatter & Co., w.r.t. the said appointment
pursuant to the provisions of Section 139 of the Companies Act, 2013.
STATUTORY AUDIT AND OTHER FEES PAID TO STATUTORY AUDITORS
During FY 2025-2026, the total fees for the statutory audit and other services rendered
by the Statutory Auditors are given below:
AUDITOR'S REMUNERATION |
|
('Rs. In Lacs) |
Particulars |
2025-2026 |
2024-2025 |
| Audit Fees |
0.80 |
0.80 |
| Tax Audit Fees |
0.10 |
0.10 |
| Other services (Certification) |
0.20 |
0.16 |
Total |
1.10 |
1.06 |
AUDITORS' REPORT
The observations made by the Auditors in their Report read with the relevant notes as
given in the notes on financial statements for the year ended 31stMarch, 2026
are self-explanatory and therefore do not call for any explanations or comments. There is
no qualified or modified opinion on any matters made by them.
REPORTING OF FRAUDS BY STATUTORY AUDITORS
There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143 (12) of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014.
SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company has engaged the services of Ms. Sonam Jain (Certificate of Practice: 12402 and
Peer Review Certificate No. 2588/2022) Company Secretary in Practice, Thane conduct the
Secretarial Audit of the Company from the Financial Year 2025-2026 till Financial Year
2029-2030. The Secretarial Auditors have confirmed that they have subjected themselves to
the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid
certificate issued by the Peer Review Board of the ICSI. Remarks given by the Secretarial
Auditor in their report for the Financial Year 2025-2026 are self-explanatory. There is no
qualification or adverse remarks made by them.
The Secretarial Auditor's Report (in E-Form No.: MR. 3) is attached as Annexure- C
to this Report.
INTERNAL AUDITOR
The Company has in place an adequate internal audit framework to monitor the efficacy
of internal controls with the objective of providing to the Audit Committee and the Board
of Directors, an independent and reasonable assurance on the adequacy and effectiveness of
the organization's risk management, internal control and governance processes. The
framework is commensurate with the nature of the business, size, scale and complexity of
its operations. The internal audit plan is developed based on the risk profile of business
activities of the Company. The audit plan is approved by the Audit Committee, which
regularly reviews the compliance to the plan. The audits are carried out by an independent
external firm and the in-house internal audit team of the Company. M/s. Atul Donde &
Co., Chartered Accountants, Thane (Firm Registration No.: 100762W) have conducted the
internal audit periodically and submitted their relevant reports directly to the Audit
Committee and their reports were reviewed by Audit Committee from time to time and found
to be satisfactory. The Internal Audit Reports were also forwarded to the Statutory
Auditors of the Company. There are no qualifications, reservations or adverse remarks made
by Internal Auditors in their report during the Financial Year 2025-2026.
The objective of the Internal Audit is to: ? Review the financials of the Company;
? Review adequacy and effectiveness of operating controls; ? Review the adequacy of the
supervisory control mechanisms; ? Recommend improvements in policies and procedures;
? Report significant observations and recommendations for process improvements; and ?
Review and report progress on implementation of the control improvements
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis for the year under review, form part of this
Report.
KEY FINANCIAL RATIOS
The comparison of key financial ratios are disclosed in the Management Discussion and
Analysis Report which form part of this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
The prescribed particulars of conservation of energy, technology absorption as
stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 are not applicable to your company as we are neither a manufacturing company
nor the operation of your Company are energy intensive. However, the disclosure regarding
the same are set-forth below: a) Conservation of Energy: Adequate measure has been taken
for conservation of energy and efficient use of resources. Company follows principles of "Green
IT". b) Technology Absorption: The Company is vigil on technology absorption as
per the requirement of its business operations. However, during the year there was no
acquisition of new technology. c) Increasing the awareness on environment safety and
engagement of employees in such measures. d) Operating its business in compliance with
applicable environmental laws and regulations. e) Adopting sustainable practices designed
to ensure the health, safety and wellbeing of Company's employees, stakeholders and the
environment.
FOREIGN EXCHANGE INFLOW AND OUTFLOW
During the year 2025-26, total foreign exchange inflow and outflow of the Company is as
follows:
1) Foreign Exchange Inflow NIL (P.Y. NIL).
2) Foreign Exchange Outflow NIL (P.Y. 6,31,112).
TRANSFER OF EQUITY SHARES/ DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
Pursuant to the provisions of Section 124(5) and 125 of the Companies Act, 2013 and the
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016. During the year, the Company was not required to transfer the unpaid or unclaimed
dividends/shares to the Investor Education and Protection Fund (IEPF) established by the
Central Government since the Company has not declared any dividend in the financial year
2016-2017. The Company has also uploaded the details of the shareholders whose
shares/dividend were transferred to IEPF on its website viz., www.ajcononline.com. Claim
from IEPF Authority Members/Claimants whose shares, unclaimed dividend, have been
transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the
shares or apply for refund by making an application to the IEPF Authority in e-Form IEPF-
5 (available on www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority
from time to time. The Member/Claimants can file only one consolidated claim in a
financial year as per the IEPF Rules. No claim shall lie against the Company in respect of
the dividend/shares so transferred.
INSURANCE
All the properties of the Company are adequately insured. The Company is also
adequately insured for its activities as stock & currency brokers and depository
participant.
SECRETARIAL STANDARDS
The Board of Directors confirms that the Company has adhered to all applicable
mandatory Secretarial Standards issued by the Institute of Company Secretaries (ICSI) from
time to time. This affirmation reflects the Company's commitment towards maintaining the
highest standards of corporate governance.
CEO & CFO CERTIFICATION
As required under Regulation 17 (8) of the Listing Regulations, the CEO & CFO of
your Company have certified the accuracy of the Financial Statements, Cash Flow Statement
and adequacy of financial reporting for the financial year ended March 31, 2026. Their
Certificate is also annexed to this Report.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place a policy for prevention of sexual harassment. Internal
Complaints Committee has been constituted. During the FY 2025-2026, no complaints was
received under the Act.
MATERNITY BENEFIT ACT, 1961
The Company has in place appropriate Maternity Benefit Policy in line with the
requirements of the Maternity Benefit Act, 1961 as amended from time to time. During the
year under review, the Company has duly complied with the provisions of the said Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,
your Directors confirm that: a) that in the preparation of the annual financial statements
for the year ended March 31, 2026, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any; b) that such
accounting policies as mentioned in Notes to the Financial Statements have been selected
and applied consistently and judgment and estimates have been made 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 year ended on that date; c) that
proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities; d)
that the annual financial statements have been prepared on a going concern basis; e) that
proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively; f) that system to ensure compliance with the
provisions of all applicable laws were in place and was adequate and operating
effectively.
NEW LABOUR CODES
The Government of India merged 29 Labour Laws and notified the four Labour Codes
effective from 21.11.2025. The Company has made adequate arrangements for the
implementation of the same along with continuous monitoring of government notifications,
circulars, guidelines etc. to incorporate further changes, if required in future.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the 'Green Initiative' in corporate governance, as instructed by MCA
Circulars read with SEBI Circulars from time to time, the Company has enabled electronic
delivery of the Notice of AGM, Annual Report and other shareholders related communication
to those Members whose e-mail addresses were registered with the respective Depository
Participants (DPs) / RTA / Company. The Act and the underlying rules, as well as
Regulation 36 of SEBI Listing Regulations read with relevant circulars issued thereunder,
permit dissemination of Annual Report and Notice of AGM in electronic mode to the Members.
As part of green initiative, the Company continues to encourage its shareholders through
periodic communications to register their e-mail address with their respective DP(s). This
enables seamless, timely, and environmentally responsible communication with shareholders.
The Company believes and endorses the 'Green Initiative' as it would not only
rationalise the use of paper but also ensure prompt communication, avoid loss in transit
and have reference value of the communication.
OTHER POLICIES UNDER LISTING REGULATIONS
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, the Company has framed
various policies and have hosted these polices on the website of the Company at company's
website at www.ajcononline.com/disclsoures/corporate policies & codes.
GENERAL DISCLOSURES
A. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
B. Neither the Managing Director nor the Whole-time Directors of the Company have
received any remuneration or commission from any of its subsidiaries. C. No significant or
material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in future. However, during FY 2025-26, Stock
Exchanges levied fines and penalties aggregating 1,40,177/- ( Rupees One Lacs Forty
Thousand One Hundred Seventy Seven Only) for procedural delays and some other lapses. All
amounts have been paid. No penalty levied by SEBI/ RBI/RoC or any other Regulator. D.
There were no changes in the nature of the business, ensuring consistency in our
operations and strategic focus. E. The financial statements of the Company remained
unaltered, reflecting our commitment towards transparency and accuracy in financial
reporting. F. The requirement for maintaining cost records and undergoing cost audits, as
prescribed under section 148(1) of the Companies Act, 2013, were not applicable to us. G.
There were no transfer of unpaid and unclaimed amount to Investor Education and Protection
Fund (IEPF) during the year under review. H. As per the Secretarial Standards 4 on Board
Report issued by Institute of Company Secretaries of India (ICSI), there were no revisions
in the financial statements of the Company during financial year.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their thanks and gratitude to Company's bankers,
Institutional and Retail clients and customers, Regulators, Exchanges and other
Authorities for their support, co-operation, guidance and assistance. The Board is also
grateful to the shareholders for their continued confidence. The Board also expresses its
deep sense of gratitude to Bank of India for its continued support for the Online Share
Trading by its customers under the tie up with the Company. The Board of Directors takes
this opportunity to express their appreciation of the sincere efforts put in by the
executives and staffs at all the levels and hopes that they would continue their dedicated
efforts in the future also.
We look forward to your unwavering continued support and cooperation as the same is
essential in your Company's holistic growth year after year.
