Your Directors have pleasure in presenting this 31st Annual Report together with AuditedAccounts of the Company for the Financial Year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE OVERVIEW
The financial results of the Company for the year ended 31st March, 2025 and for theprevious year ended 31st March, 2025 are as follows:
[Amount in Rs "Thousand"]
Particulars
Financia
Results
Year Ended31.03.2025
Year Ended31.03.2024
Income from Operation
-
Other Income
6,391
5,734
Total Income
Total Expenses
2,971
1,473
Profit/Loss before Finance Cost,Depreciation and Taxes
3,420
4,261
Finance Cost
25
Depreciation
55
61
Profit/loss before Tax
3,340
4,200
Provision for Taxation
Deferred Tax (Assets)/Liability
3,62
Earlier Year Taxes
6,55
Profit/loss for the Year
2,323
Earnings per Share (Basic)
0.17
0.48
Earnings per Share (Diluted)
0.20
2. DIVIDEND
To provide a financial cushion to its future prospects, the Board of Directors does notrecommend any dividend for the year ending March 31, 2025.
3. TRANSFER TO RESERVES
The Board does not propose to transfer any amount to the reserves.
4. WEB LINK OF ANNUAL RETURN, IF ANY:
The Company is having website i.e._ https://www.ankaindia.com and annual return ofCompany has been published on such website. Link of the same is given below:
https://www.ankaindia.com/financial-statements/annual-return
5. STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK
The financials year 2024-25 has proven to be a successful year for the Company as theincome of the Company has been increased form Rs. 5,734 (P.Y.) to Rs. 6,391 (C.Y).
However, the profit of the Company has been decreased from Rs. 4,200 (P.Y.) to Rs.2,323 (C.Y.) and also Company is not able to generate any revenue from its operation butthe amazing part is that the Company has completed the acquisition of Futech InternetPrivate Limited by swapping of 3,61,54,529 (Three Crore Sixty One Lakh, Fifty- FourThousand Five Hundred Twenty Nine) Equity Shares of face value of Rs. 10/- (RupeesTen) each, fully paid-up, ("Equity Share") at an Issue Price of Rs. 17 (RupeesSeventeen only) per equity share of the Company and now Futech Internet PrivateLimited has become wholly owned subsidiary of the Company.
Further Board has also decided to merge the Futech Internet Private Limited andaccordingly is in process to file necessary merger application with the relevant authorities.
The board of the Directors are putting their best efforts and they believe that the due toacquisition/merger of Futech Internet Private Limited the Company will achieve its long termobjective and to achieve new heights.
The operational aspects of the Company's working have been covered in detail in theManagement Discussion and Analysis Report and the same is deemed to be part of thisDirectors' Report.
6. CHANGE IN THE NATURE OF BUSINESS
There are no change in the nature of business of the Company during the financial year.However after the end of the financial year the Company has changed its main objects frommedia and entertainment to It and Advertising the detailed explanation for the change inthe objects are already explained in the Extra ordinary General Meeting of the Companyheld on 12th April, 2025.
7. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the end of thefinancial year of the Company i.e. 31st March, 2025 and the date of this report affecting thefinancial position of the Company except the acquisition of Futech Internet Private Limited.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant and material order passed by the Regulators or Court, which wouldimpact the going concern status of the Company and its future operations.
9. INTERNAL FINANCIAL CONTROL
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. The
Audit Committee constituted by the Board reviews the internal control and financialreporting issues with the Internal Auditors.
A detailed note has been provided under Management Discussion and Analysis report
10.SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES, PERFORMANCEAND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES ANDJOINT VENTURE COMPANIES
During the period under review no company have become or ceased to be its Subsidiaries,joint ventures or associate companies.
The Company does not have any Subsidiary, Joint venture Company or AssociateCompanies hence there is no comments is required on their performance.
11. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF
As Company has not done any one time settlement during the year under review hence nodisclosure is required.
12. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016) during the financial year.
13. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE ATTHE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF
14. DETAILS OF MONEY ACCEPTED FROM DIRECTOR
During the period under review the Company has accepted money in the form of unsecuredloan from the director or relative of the director of the Company the details of which areforming part of the financials statement as attached herewith.
15. DEPOSIT
During the year under review, your Company did not accept any Deposits from the Publiccovered under Chapter V of the Companies Act, 2013.
16. AUDITORS
• STATUTORY AUDITORS
M/S R.S. Prabhu & Associates, Chartered Accountants, Firm Registration No. 127010W wasappointed as the statutory auditors in the 27th Annual General Meeting of the Company whoshall holds office upto the conclusion of the 32nd Annual General Meeting of the Company asper the provisions of the Section 139 of the Companies Act, 2013 and there is no change inthe auditor of the Company.
• INTERNAL AUDITORS
Pursuant to the provisions of section 138 of the Companies Act, 2013 every listed Companyhas to appoint an Internal Auditor who shall either be a chartered accountant or a costaccountant, or such other professional as may be decided by the Board to conduct internalaudit of the functions and activities of the company. Accordingly, the Board of Directors ofyour Company in their meeting held on 30/05/2025 has re-appointed M/s Manoj S. Sharma& Associates Chartered Accountants, Delhi as Internal Auditors of the Company, pursuant tothe provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2025-2026.
• SECRETARIAL AUDITORS
Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annexwith its Board's report, a Secretarial Audit Report given by a Company Secretary in practice,in the prescribed format.
The Board of Directors appointed M/s Dhingra and Associates having Membership No.:54386, Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of theCompany for Financial Year 2024-25 and their report is annexed to this Board reportAnnexure B.
17. AUDITORS' REPORT
• STATUTORY AUDIT REPORT
S.
NO
AUDITORS REMARKS
DIRECTORS REPLY
1
Inventories amounting to ?22,50,000/-
The Board is making their best efforts
have been lying idle for more than
for getting the films released and
twelve months. The Company has notcarried out an assessment of the netrealisable value of these inventories asrequired under the applicable accountingframework [Ind AS 2 - Valuation ofInventories]. In the absence of adequatesupporting documentation and auditevidence, we are unable to determinewhether any adjustment is required tothe carrying value of such inventories asat the reporting date.
generate revenue
2
Intangible assets under development
amounting to 26,99,84,393/- have beencarried in the books for more than twoyears without demonstrable progress indevelopment or indications of technicalor commercial feasibility. The Companyhas not carried out an impairmentassessment in accordance with theapplicable accounting standards [Ind AS38 - Intangible Assets and Ind AS 36 -Impairment of Assets]. In the absence ofsuch an assessment, we are unable toascertain whether any impairment loss isrequired to be recognized.
for getting the songs released and sellits rights.
3
The Company continues to recognize theminimum alternative tax paid in previousyears amounting to Rs. 35,37,792/- asasset and expects the same to beadjusted against future tax payments. Inour view, considering the history oflosses and overall financial position ofthe Company, it is not prudent on partthe company to recognize the same asassets, and the same is not inconsonance with the provisions of"Guidance Note on accounting for creditavailable in respect of MinimumAlternative Tax under the Income TaxAct, 1961 "
As per the recent developments theCompany is in process of acquiringFutech Internet Private Limited byway of swapping of the shares as perthe resolution passed in the extraordinary general meeting of theCompany held on 12th April, 2025accordingly the management has theview that they will generate revenuein the upcoming years and hopes tobe adjust the minimum alternativetax against future tax liabilities or ifthe same will not happen they writeoff the same after the expiry of timeperiod of utilization as per Income taxAct.
Rest of the observations of the auditors on the Financial Statements including relevant noteson the accounts are self-explanatory and therefore do not call for any further comments.
During the year under review, the Auditors had not reported any matter under Section143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed underSection 134(3) of the Act.
• SECRETARIAL AUDITOR REPORT
The Company is not maintaining StructuredDigital Database as mentioned under theSecurities Exchange Board of India(Prohibition of Insider Trading) Regulations,2015 there the Company is non-compliantwith provisions of Reg. 3(5) and/or Reg.3(6) of SEBI (Prohibition of Insider Trading)Regulations, 2015 during the period underreview.
The Company has implementedthe SDD software in March, 2025and now the Company has fullycomplied with the provisions ofSEBI (Prohibition of InsiderTrading) Regulations, 2015
The Company has also not filled Statement
The Company has filled the
of Deviation of Funds pursuant to Regulation32 of SEBI (Listing Obligation and DisclosureRequirements) Regulation, 2015 for thequarter ended June, 2024 within in the duetime period i.e. 45 days from end of therespective quarter.
statement of deviation for June2024 on 22/08/2024. The delayin filling is unintentional theboard is taking utmost care andmake sure all the compliancesare filled within the time periodprescribed under law.
The Company has not filed form MGT-14 u/s117 read with 179 for the board resolutiondated 04/09/2024 for the approval ofDirectors Report for the financial year ended31.03.2024.
The Company has will file theform MGT-14 with the additionalfees. The delay in filling isunintentional the board is takingutmost care and make sure allthe compliances are filled withinthe time period prescribed underlaw.
4
The Company has not complied with SEBICircular no SEBI/HO/ISD/ISD-PoD-2/P/CIR/2023/124 dated July 19, 2023 i.e.the Company has not closed trading windowfrom the end of each quarter during theentire financial year 2024-25 and restrictingtrading by Designated Persons ("DPs") byfreezing PAN at security level.
The Company has closed thetrading window from the date ofnotice of the board meeting totill 48 hours after the declarationof financial results.
The said non compliance is totallyunintentional and an miss tofollow the effective date i.e.01.04.2024 of compliance of saidcircular. The Board herebyconfirm that there is no tradingby any DPs during the aforesaidperiod.
The Board hereby confirm that ithas now dully in compliance ofthe said circular.
5.
The Company has not filled the financials forthe quarter ended 30.06.2024 in XBRLformat within 24 hours from the conclusionof the meeting of the Board.
The board has filled the scannedresults within 30 minutes fromthe conclusion of the meeting.The delay in filling in XBRL isunintentional the board is takingutmost care and make sure allthe compliances are filled withinthe time period prescribed underlaw.
18.SHARE CAPITAL
Recognizing the needs of the business and to strengthen the working capital of theCompany the Board of Directors has raised the funds by issue of further share capital.
The Company has issued 54,10,375 Equity Shares at a price of Rs 10/- per share each uponthe conversion of warrants and accordingly the paid up share capital of the Company hasbeen increased from Rs. Rs. 9,97,75,810 (Rupees Nine Crore Ninety Seven Lakh Seventy
Five Thousand Eight Hundred Ten) to 15,38,79,560 (Rupees Fifteen Crore Thirty Eight LakhSeventy Nine Thousand Five Hundred Sixty).
Further the Company Forfeited 73,12,044 Share Warrants upto the extent of paymentsmade (Rs.3 Per Share Warrant). Forfeiture was made in the month of August 2024 beingthe completion of 18 months from the date of allotment as stipulated by the SEBI Act &Rules.
• DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIALRIGHTS
All the equity shares of the Company are having pari - passu rights and the Company hasnot issued any equity shares with differential rights.
• DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity during the year.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNING AND OUTGO
Information under Section 134 of the Companies Act, 2013 read with the rules made thereunder is given in Annexure 'C' forming part of this Report.
20. CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies (Corporate SocialResponsibility) Rules, 2014 read with various clarifications issued by Ministry of CorporateAffairs every company having the net worth of Rs. 500 crores or more, turnover of Rs. 1000crores or more, or net profit of Rs 5 Crore or more during any financial year have to spendat least 2% of the average net profit of the company made during the three immediatelypreceding financial years.
As per the guidelines given above our company does not come under the stipulatedcategory to spend any amount on the CSR activity.
21. DIRECTORS AND KEY MANAGERIAL PERSON
a. CHANGES IN DIRECTORS
Mr. SULAKASHANA TRIKHA (DIN: 02924761) retires by rotation and being eligible, offershimself for re-appointment in accordance with the provisions of Section 152(6) and theArticles of Association of the Company. A resolution seeking shareholders' approval for hisre-appointment forms part of the Notice.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and theSecretarial Standards on General Meeting ('SS-2') are given in the Notice of this AGM,forming part of the Annual Report.
Further, during the period under review, there are no changes in the Board of Directors ofthe Company expect the appointment of Mr Raman Rakesh Trikha on 30.09.2024 who isliable to retire by rotation.
b. CHANGES IN KEY MANAGERIAL PERSON
During the period under review there are no changes in key managerial persons.
c. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors of the Company have given requisite declarations under Section149(7) of the Act, that they meet the criteria of independence as laid down under Section149(6) of the Act along with Rules framed thereunder.
In the opinion of the Board, the Independent Directors possess the requisite expertise andexperience and are persons of high integrity and repute. They fulfil the conditions specifiedin the Act as well as the Rules made thereunder and are independent of the management.
d. BOARD EVALUATION
The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings, strategic perspective or inputs regarding thegrowth and performance of your Company, among others
Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carriedout the annual performance evaluation of the Board, Independent Directors, Non-executiveDirectors, Executive Directors, Committees and the Chairman of the Board.
The details of Programme for familiarization of Directors of your Company are available onyour Company's website viz www.ankaindia.com.
22.MEETINGS
During the financial year 2024-25 there were 7 (Seven) Board Meetings, 5 (Five) AuditCommittee meetings, 3 (Three) meetings of the Stakeholder relationship committee, 1(One) meeting of the Nomination and remuneration Committee and 1 (One) meeting ofIndependent Director held for which proper notice has been given and the proceedings arerecorded in the minutes thereof. The provisions of Companies Act, 2013 were adhered whileconsidering the time gap between two meetings.
The Details of the Board and Committee Meetings are as Follows:-
No
Date ofMeeting
Board
Meetin
g
Audit
Committ
ee
Meeting
Stakeholder
relationship
committee
Nomination
and
remuneration CommitteeMeeting
Independent DirectorMeeting
30/05/2024
V
08/08/2024
14/08/2024
04/09/2024
5
14/11/2024
6
14/02/2025
7
13/03/2025
In terms of section 177 of the Companies Act, 2013 the Composition of the Audit committeeis Mrs. Niti Sethi is the Chairman and Mrs. Sulakshana Trikha and Mrs. Asha Kishinchand arethe Members.
During the period under review the board has accepted all the recommendation of the Auditcommittee.
23. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud free and corruption free work culture has been the core of the company's functioning.In view of the potential risk of fraud and corruption due to rapid growth and geographicalspread of operations, the Company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The same policy asapproved by the Board was uploaded on the Company website at web linkwww.ankaindia.com.
24. REMUNERATION POLICY
The Board has framed a policy for selection of and appointment of Directors, SeniorManagement and their remuneration and the same has been uploaded on the website of theCompany at web link www.ankaindia.com.
25. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
Information regarding loans, guarantees and investments covered under the provisions ofsection 186 of the Act, are detailed in the financial statements.
26. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on anarm's length basis and in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters, Directors, and KeyManagerial Person etc., which may have potential conflict with the interest of the Companyat large.
All related party transactions were presented to the Audit Committee and the Board.Approval is obtained for the transactions which are foreseen and repetitive in nature.Related party transactions entered were presented before the Board and Audit Committeeon quarterly basis, specifying the nature, value and terms and conditions of thetransactions.
The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at the web link www.ankaindia.com.
No Material Related Party Transactions were entered during the year by your Company.Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
27. CORPORATE GOVERNANCE
As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 The compliance with the corporate governance provisions as specified inregulations 17, 77[17A,] 18, 19, 20, 21,22, 23, 24, 78[24A,] 25, 26, 79[26A,] 27 andclauses (b) to (i) 80[and (t)] of sub-regulation (2) of regulation 46 and para C , D and E ofSchedule V shall not apply, in respect of listed entity having paid up equity share capital notexceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on thelast day of the previous financial year.
Whereas as per the last Audited Balance Sheet as made up till 31.03.2024 the Companyfalls short of the above mentioned criteria, hence the provisions relating to CorporateGovernance as mentioned above para does not apply to the Company. However, thecompany is taking utmost care and following all the provisions of the Corporate Governanceas prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
28. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Since Company has not paid any remuneration to any of its directors pursuant to Section197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014 median employee remuneration cannot be compared.Hence the said details are not provided.
29. RISK MANAGEMENT POLICY
Risk Management is a very important part of every business. Company's Risk ManagementPolicy divides Risk into two broad categories; one Risk Associated at the Transactional Leveland the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriatecontrol mechanism and operating effectiveness of the Internal Financial Controls and LegalCompliance System. The company has created appropriate structures with properdelegation of duties and responsibilities of employee at each level on enterprise basis forcompliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic,market, technology, capital structure, foreign exchange & interest rate, they are evaluatedbefore taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal ComplianceSystem are periodically reviewed by the Management, Internal Auditors, Statutory Auditorsand the Audit Committee.
30. PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their sincere appreciations for the continued,sincere and devoted services rendered by all the employees of the Company.
31. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013 ('Act'), the Company has constituted Internal ComplaintsCommittees (ICC) which are responsible for redressal of complaints related to sexualharassment. The objective of the Policy is to create and provide a work environment that issafer, civilized, free from any sort of hostility, supportive to the diversity & dignity of allAssociates, where Associates feel secure, provide protection to the Associates at theworkplace and established guidelines for prevention & redressal of complaints of sexualharassment and matters connected or incidental thereto at the workplace on the basis ofnatural justice and confidentiality.
The Company is committed to provide a safe and conducive work environment to its womenemployees.
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 [14 of 2013]
Number of Sexual Harassment Complaints received
NIL
Number of Sexual Harassment Complaints disposed off
Number of Sexual Harassment Complaints beyond 90 days
32. STATEMENT THAT THE COMPANY HAS COMPLIED WITH MATERNITY BENEFITACT.
The Company affirms that it has duly complied with all provisions of the Maternity BenefitAct, 1961, and has extended all statutory benefits to eligible women employees during theyear.
33. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR
Male
Female
Transgender
34.COST RECORDS
The Company is not required maintain cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act, 2013,
35.SECRETARIAL STANDARDS
The Company has duly complied with the secretarial standards as prescribed by the ICSI.36.DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of the Company,subject to disclosures in the Annual Accounts and also on the basis of the discussion with
the Statutory Auditors/Internal Auditors of the Company from time to time, your Directorsmake the following statements in terms of Section 134(3)(c) of the Companies Act, 2013
a) in the preparation of the annual accounts for the year ended March 31st 2025, theapplicable accounting standards read with requirements set out under Schedule III tothe Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31st, 2025 and of the loss ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed. TheAudit Committee constituted by the Board reviewed the internal controls and financialreporting issues with Internal Auditors and Statutory Auditors.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks, GovernmentAuthorities where company's operations are carried out, Shareholders, Customers, Suppliersand other Business Associates for their continued co-operation and patronage.
FOR AND ON BEHALF OF THE BOARD
Place: GurgaonDated: 03/09/2025
SD/- SD/-
SULAKASHANA TRIKHA RAMAN RAKESH TRIKHA
WHOLE TIME DIRECTOR DIRECTOR
DIN 0292476 DIN:00383578