We are delighted to present the Seventh (07th) Annual Report together with the AuditedFinancial Statements of the Company for the year ended 31st March, 2025.
The performance of the Company for the financial year 2024-25 is summarized below:
Standalone
Consolidated
Particulars
As on 31st March
2025
2024
Revenue from Operations and OtherIncome
1,727.39
774.78
8,015.98
5565.04
Profit/ (Loss) before depreciation andtax
452.73
388.79
856.93
711.18
Less: - Depreciation
1.09
1.13
13.23
12.13
Profit/ (Loss) Before Tax
451.63
387.66
843.70
699.05
Less: - Tax Expenses for Current Year
110.56
95.14
207.44
169.99
Less: - Deferred Tax
4.83
-1.36
5.28
0.59
Less: - Excess/(Short) provision ofearlier Years written off
0.25
-0.13
2.19
-0.47
Profit after Tax
335.99
294.01
628.79
528.94
Total Other Comprehensive Income
8.25
154.72
Total Comprehensive Income for thePeriod
Total Comprehensive income for theperiod attributable to
344.24
448.73
637.04
683.66
Controlling Interest
-
494.09
568.97
Non-Controlling Interest
142.95
114.69
Profit / (Loss) Carried to Balance SheetEarnings per share (EPS)
Basic
0.54
0.48
1.01
0.86
Diluted
During the year under review, Revenue from Operations and Other Income of the Companystood at Rs. 1,727.39 Lacs on Standalone basis in comparison to Rs. 774.78 Lacs in theprevious year, showing an increase in business activities of the Company.
The Profit before tax has increased by Rs. 63.97 Lacs showing Rs. 451.63 Lacs in current year,which leads to an increase in profit after tax of Rs. 41.98 Lacs showing Profit after tax of Rs.335.99 Lacs.
During the year under review, Revenue from Operations and Other Income of the Companystood at Rs. 8,015.98 Lacs on Consolidated basis, and Profit before tax was Rs. 843.70 Lacsin current year, which leads to a profit after tax of Rs. 628.79 Lacs.
The Board of Directors has not recommended any dividend for the financial year ended 31stMarch 2025. This decision has been taken to conserve resources for the company's plannedexpansion project. The company is setting up an industrial unit for manufacturing 150 KLPDEthanol, DDGS, and allied products at the Chandrapur (Tadali) Growth Centre, MIDCChandrapur. As the project involves significant capital investment, the Board has resolved toretain the entire profit for reinvestment into the business. This approach is aimed atsupporting future growth and enhancing long-term shareholder value.
The company had created a reserve of Rs. 20,28,325.00 for issuance of Bonus Shares to thewarrant holders post conversion of warrants into equity shares during the last financial year.
During the Financial Year, this reserve was utilised by capitalising Rs. 12,83,330.00 on issuanceof 2,56,666 bonus equity shares allotted to warrant holders on conversion of 7,70,000warrants in the ratio of 1:3.
There was no change in nature of Business of the Company during the year under review.
The Company has not accepted any deposits from public within the meaning of Section 73 ofthe Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
The authorized share capital as on 31st March 2025 is Rs. 33,00,00,000/- (Thirty-Three Crores)divided into 6,60,00,000 equity shares of Rs. 05 each.
The paid-up share capital of the company as on 31st March 2025 is Rs. 31,30,56,225/- (RupeesThirty-One Crores Thirty Lakhs Fifty-Six Thousand Two Hundred and Twenty Five) divided into6,26,11,245 equity shares of Rs. 05 each.
During the year under review, the authorized share capital of the company has increased fromRs. 26,00,00,000/- divided into 5,20,00,000 equity shares of Rs. 05 each to Rs. 33,00,00,000/-divided into 6,60,00,000 equity shares of Rs. 05 each on 06th July 2024.
The Company has made allotment of 1,41,33,695 Bonus Equity Shares in the Ratio 14:48, i.e.,1 (Fourteen) equity shares of nominal value of Rs. 05/- (Rupees Five only) each fully paid up forevery 48 (Forty Eight) existing equity shares held of nominal value of Rs. 05/- (Rupees Fiveonly) each on 16.07.2024.
The company, on approval of members in the Extra Ordinary General Meeting held on11th November 2022, had issued 25,00,000 convertible share warrants. The company hasconverted 7,70,000 warrants and subsequently issued 7,70,000 equity shares and 2,56,666Bonus Shares (reserved for warrant holders in the ratio 1:3) on 08th May 2024.
Employee relations were harmonious throughout the year. The Board wishes to place onrecord their sincere appreciation to the co-operation extended by all the employees inmaintaining cordial relations.
Integrity and transparency are key factors to our corporate governance practices to ensurethat we achieve and will retain the trust of our stakeholders at all times. Corporate governanceis about maximizing shareholder value legally, ethically and sustainably. At Alphalogic, ourBoard exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures
seek to attain the best practices in international corporate governance. We also endeavor toenhance long-term shareholder value and respect minority rights in all our business decisions.The detailed Corporate Governance Report form a part of this Board Report as "Annexure A".
In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Reportis annexed and marked as "Annexure B".
To the best of their knowledge and belief, your Directors make the following statements interms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:
i. That in the preparation of the annual accounts for financial year ended 31st March, 2025; theapplicable accounting standards have been followed along with proper explanation relatingto material departures, if any;
11. That the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the Company at the end of financial year and of the profit andloss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the annual accounts on a going concern basis.
v. That the Directors have laid down internal financial controls, which are adequate and areoperating effectively;
vi. That the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Mr. Dhananjay Subhash Goel (DIN: 08290798), Director of the Company retires by rotation inaccordance with the provisions of the Articles of Association of the Company and beingeligible to offer himself for re-appointment. The Board recommends his re-appointment.
• Mr. Anshu Subhash Goel (DIN: 08290775) has been re-appointed as the Managing Directorof the Company for a period of five years commencing from June 15, 2024 to June 14, 2029as approved by members on AGM held on 06th July 2024.
• Mr. Rohan Kishor Wekhande (DIN: 08197194) has been re-appointed as a Non- ExecutiveIndependent Director of the Company for a second term of 5 (Five) years commencing fromJune 15, 2024 to June 14, 2029, as approved by members on AGM held on 06th July 2024.
The Directors on the Board have submitted notice of interest under Section 184(1) i.e., inForm MBP-1 and declaration as to compliance with the Code of Conduct of the Company. AllIndependent Directors have also given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act. Details of the proposal forappointment/re- appointment of Directors are mentioned in the Notice of the Annual GeneralMeeting.
During the year under review the company has no joint ventures or Associate Companiesexcept the subsidiary formed in the F.Y. 2020-21 with the objective of enhancing anddiversifying Company's business to different economic sectors providing large customer base,over the years to come. The consolidated statement of account for the financial year ended31.03.2025 in form of AOC-1 has been attached as "Annexure C" to the Director's Report.
Seven Meetings of the Board of Directors were held during the financial year 2024-25:
S.No.
Date of Meeting
Directors Present
1
08th May, 2024
6
2
22nd May,2024
3
12th June, 2024
4
16th July, 2024
5
14th August, 2024
12th November, 2024
7
24th January, 2025
The intervening gap between any two Meetings was within the period prescribed under theCompanies Act, 2013.
As stipulated by the Code of Independent Directors under the Companies Act, 2013; aseparate meeting of the Independent Directors of the Company was held on 24th January,2025 to review the performance of Non-Independent Directors and the entire Board. TheIndependent Directors also reviewed the quality, contents and timeliness of the flow ofinformation between the Management and the Board and its' Committees which is necessaryto effectively and reasonably perform and discharge their duties.
Type of Meeting
Annual General Meeting (AGM)
06th July, 2024
The Company has laid down a code of conduct for all Board members and SeniorManagement and Independent Directors of the Company. All the Board members includingIndependent Directors and Senior Management Personnel have affirmed compliance with thecode of conduct.
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act, 2013, that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the evaluation of all the directors and the Boardas a whole was conducted based on the criteria and framework adopted by the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Non-Independent Directors and Board as a whole was carriedout by the Independent Directors. The Directors expressed their satisfaction with theevaluation process.
As on March 31, 2025, the Board had Four committees: the audit committee, the nominationand remuneration committee, the stakeholders' relationship committee and the managementcommittee. The committees consist of optimum number of independent directors as requiredunder the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.
The Board of Directors in its meeting held on June 24, 2019 constituted an Audit Committeein compliance with the provision of Section 177 of Companies Act, 2013.
S.
No.
DIN/ PAN
Name of Director/ KMP
Designation
No. of MeetingsAttended
9438320
Mr. Amar Raykantiwar
Non-Executive IndependentDirector/Chairperson
8197194
Mr. Rohan KishorWekhande
Non-Executive IndependentDirector
8290775
Mr. Anshu Subhash Goel
Executive Director
*Company Secretary shall act as the secretary of this Committee.
During the year under review, 4 (Four) meetings of the Audit Committee were held on22nd May 2024, 14th August 2024, 12th November 2024 and 24th January 2025.
The Board of Directors in its meeting held on June 24, 2019 constituted a Nomination andRemuneration Committee in compliance with the provision of Section 178 of Companies Act,
2013
S. No DIN/ PAN
Non-Executive -Independent Director/Chairperson
8290832
Mr. Vedant Goel
Non-Executive - Non¬Independent Director
Non-Executive -Independent Director
During the year under review, 1 (One) meeting of the Nomination and RemunerationCommittee were held on 14th August 2024.
The Board of Directors in its meetings held on June 24, 2019 constituted a StakeholdersRelationship Committee in compliance with the provision of Section 178 of Companies Act,2013:
Non-Executive -
Independent Director/
ChairpersonNon-Executive -
Independent Director
During the year under review, 1 (One) meeting of the Stakeholder Relationship Committeewas held on 24th January, 2025.
The Board of Directors in its meetings held on April 01, 2020 constituted a ManagementCommittee in compliance with the provision of Section 179 of Companies Act, 2013.
Name of Director/ KMP Designation
No. of Meetings
Attended
1 8290775
Mr. Anshu Subhash Goel Executive Director
2 8290823
Ms. Neha Anshu Goel Executive Director
During the year under review, 4 (Four) meetings of the Management Committee were held on22nd May 2024, 14th August 2024, 12th November 2024 and 24th January 2025.
Your Company has appointed Mr. Anand Acharya as its Internal Auditor. The Board hasadopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company's policies, safeguarding of its assets,prevention and detection of fraud, error reporting mechanisms, accuracy and completenessof the accounting records, and timely preparation of reliable financial disclosures.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the Notes to the Financial Statements.
All Related Party Transactions that were entered into during the Financial Year 2024-25 wereon Arm's Length Basis and were in the Ordinary Course of business. There were no materiallysignificant Related Party transactions made by the Company with Promoters, Directors, KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
All Related Party Transactions were approved by the Audit Committee on omnibus basis orotherwise, and the Board. The transactions entered into by the company are audited. TheCompany has developed a Policy on dealing with Related Party Transactions.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) ofthe Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure D" to theBoard report. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board may be accessed on the Company's website atthe link: https://investors.alphalogicinc.com/policies. Particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act, 2013, in theprescribed Form AOC-2, is appended as "Annexure D" to the Board report. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's website at the link: https://investors.alphalogicinc.com/policies.
There were no Material Changes and Commitment between the end of Financial Year andDate of the Board Report.
The provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation ofenergy and technology absorption do not apply to the Company. Accordingly, theseparticulars have not been provided.
No foreign exchange expenditure was made during the year.
None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Disclosure pertaining to remuneration and other details as required under Section 197(12) ofthe Companies Act, 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014, are given in the "Annexure E" formingpart of this report.
The policy on Directors' Appointment and Remuneration including criteria for determiningqualifications, positive attributes, independence of a director and other matters providedunder sub- section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, isplaced on website of the company at https://investors.alphalogicinc.com/policies and thesalient features of the same appended as "Annexure F" forming part of this report.
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in linewith the provisions of the Companies Act, 2013 and the Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns orgrievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company'swebsite at https://investors.alphalogicinc.com/policies.
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Board of the Company hasformed a Risk Management Policy for the Company to identify elements of risk and monitorthe Risk and establish control.
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
The Company has re-appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W)as Statutory auditor of the company for second term of 4 (four) years to hold office from theconclusion of Sixth Annual General Meeting (AGM) till the conclusion of the Tenth AnnualGeneral Meeting. The Company has received a certificate of eligibility from the statutoryauditors in accordance with the provisions of Section 141 of the Act. There is no requirementfor ratification of auditors in this Annual General Meeting as per the provision of Section 139of the Companies Act, 2013 as amended. Further, the notes referred to by the Auditors in theirReport are self-explanatory and hence do not require any explanation.
During the year under review, neither the statutory auditors nor the secretarial auditor hasreported to the audit committee, under Section 143 (12) of the Companies Act, 2013, anyinstances of fraud committed against the Company by its officers or employees, the details ofwhich would need to be mentioned in the Board's report.
Pursuant to the ICSI Guidelines with respect to certification and audit applicable on thecompany and provisions of Section 204 of the Companies Act, 2013, Rules made thereunder,the Company has appointed CS Sudhanshu Panigrahi, Practicing Company Secretary beingeligible and peer reviewed to undertake the Secretarial Audit and other listing certifications ofthe Company from the financial year 2022-23. The Secretarial Audit Report for the financialyear 2024-25 is annexed herewith as "Annexure G" forming part of this report.
There are no significant and material orders passed by the regulator or courts or tribunalsimpacting the going concern status of the Company and future operations.
In accordance with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of thecompany is provided on the website of the company at https://investors.alphalogicinc.com/annual-return-eform-mgt-7.
The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2, relating to'Meeting of the Board of Directors' and 'General Meeting', respectively, have been dulyfollowed by the Company.
During the year under review, the provision of section 125(2) of Companies Act, 2013 doesnot apply as the company was not required to transfer any amount to the Investor EducationProtection Fund (IEPF) established by Central Government of India.
The Company is not required to maintain cost accounts and records as specified undersection-148 of the Companies Act, 2013.
The Company has voluntarily provided Integrated Report, which encompasses both financialand non-financial information to enable the Members to take well-informed decisions andhave a better understanding of the Company's long-term perspective. The Report alsotouches upon aspects such as organization's strategy, governance framework, performanceand prospects of value creation.
38. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THETIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANFROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONSTHEREOF:
Your company had not made any one-time settlement with any of its lenders.
There were no applications made during the financial year 2024-25 by or against thecompany and there are no proceedings pending under the Insolvency and Bankruptcy Code
In accordance with the requirements of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") the Company has a Policy withzero tolerance for any misconduct related to sexual harassment of women at workplace.During the year under review, there were no complaints received under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Details of the number of complaints received, disposed and pending during the last threefinancial years pertaining to the sexual harassment of women at workplace are as under:
Financial
Year
Number ofcomplaintsreceived
Number of complaintsdisposed
Number of cases pendingas on the end of theFinancial Year
2022-23
0
2023-24
2024-25
The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 forfemale employees of the Bank with respect to leaves and maternity benefits thereunder.
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in company's premises through various interventions and practices.The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment and for this purpose the companyhas in place a robust policy, aiming to obtain the complaints, investigate and prevent any kindof harassment of employees at all levels. For the current financial year end, no complaint wasreceived by the company.
The Directors wish to convey their appreciation to all of the employees of the Company fortheir stupendous efforts as well as their collective contribution during the year. The Directorswould also like to thank the shareholders, customers, suppliers, bankers and all other businessassociates and the Government authorities for their continuous support given to the Companyand their confidence in the management.
Managing Director & CFO Director