Your directors have pleasure in presenting you the 7th Annual Report of Akiko Global Services Limited (‘theCompany”) together with the Standalone and Consolidated Audited Financial Statements of the Companyfor the Financial Year ended 31st March, 2025.
FINANCIAL PERFORMANCE_
The Company’s financial performance the following are the financial results of the Company for the yearended 31st March, 2025.
PARTICULARS
STANDALONE
CONSOLIDATED
Year endedMarch 31,2025
Year endedMarch 31,2024
Year endedMarch 31,20241
Revenue from Operations
6345.13
3219.93
7,630.22
-
Other Income
10.08
19.62
Total Revenue
6355.21
3239.55
7,640.30
Cost of Material consumed
Purchase of services
3584.62
1243.24
4,200.47
(Increase)/decrease in the inventories ofwork in progress & finished goods
Employee Benefit Expenses
1280.90
1220.95
1,647.86
Finance Cost
13.23
3.44
13.30
Depreciation and Amortization Expenses
101.99
23.96
1 13.32
Other Expenses
569.10
238.44
628.57
Total Expenses
5549.84
2730.03
6,603.52
Profit/ Loss Before Tax
805.37
509.52
1,036.78
Exceptional Items
(0.28)
Tax Expense
Current Tax
202.37
131.71
2 42.13
Current tax for earlier year
3.20
3.41
Deferred tax
3.93
(0.77)
0.79
Profit for the Year
595.87
375.45
790.66
B. CONSOLIDATED:
The Company recorded a consolidated total turnover of Rs. 7,630.22/- Lakhs during the year for thefinancial year 2024-25 and the Company has earned a profit after tax of Rs. 7 90.66/- Lakhs.
CHANGE IN NATURE OF BUSINESS_
During the year under review, there was no change in main business activities of the Company.
DIVIDEND_
The Board of Directors has not recommended any dividend for the financial year ended on 31st March, 2025.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND_
Pursuant to provisions of Section 125 of the Act, the dividends which have remained unpaid / unclaimed fora period of Seven (7) years from the date of transfer the unpaid dividend amount is mandatorily required tobe transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.The provisions of above section are not applicable to the Company since no dividend was lying in unpaiddividend account.
TRANSFER TO RESERVE_
During the year under review, the company has transferred INR 595.87/- Lakhs into the Reserve of theCompany as on 31st March 2025.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY_
There have been no material changes and commitments, affecting the financial position of the Companywhich occurred between the end of the financial year of the Company to which the financial statements relateand the date of this report.
INITIAL PUBLIC OFFER AND LISTING INFORMATION_
The Shares of the Company were listed on the SME Board of National Stock Exchange of India Limited,under the Emerge platform, on July 02, 2024. The Company has paid the annual listing fee for the financialyear 2024-2025. The Equity Shares of the Company are in dematerialized form and has the electronicconnectivity under ISIN No. INE0PMR01017.
STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS32 (1), (2) AND (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015_
During the year under review, the Company came up with an Initial Public Offer (IPO) and allot 30,01,600Equity Shares of Rs. 10/- each at an issue price of Rs. 77/- per Equity Share, including a premium of Rs. 66/-per Equity Share, aggregating to Rs. 2311.23 Lakhs/-, and successfully raised the said amount.
Pursuant to Regulation 32 (1), (2) and (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Statement of Deviation and Variation for the quarter ended September 30, 2024 andhalf yearly ended March 31, 2025 was reviewed by the Audit Committee and the Board Meeting and hasalready been filed to the Stock Exchange.
Details of Utilization of IPO Proceeds as of March 31, 2025:
S.
No.
Object of the Issue
Amount
allotted
for
the object
Amountutilized tillSeptember30,2024
Amountutilized fromOctober 01,2024 till March31, 2025
AmountUn-utilized tillMarch 31, 2025
1
Implementation of ERP Solutionand TeleCRM
170.00
60.00
40.00
70.00
2
Mobile Application for financialproduct solution
280.00
44.00
110.01
125.99
3
Enhancing visibility andawareness of the company’sbrands
200.00
4
General Corporate Purpose
336.87
200.97
135.90
5
Public issue expenses
185.56
6
Working capital requirement
1138.80
Total
2311.23
1629.33
485.91
195.99
Original
Object
Modified
Object,
if
any
Allocation
allocation,
Funds
Utilised
Amount ofDeviation/V ariationfor the quarteraccording toapplicable object
Remark
Workingcapital, andother generalcorporatepurposes
NA
INR
2,311.23
Lakhs
NIL
2115.24
SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES_
As defined under the Companies Act, 2013, the Company has 3 subsidiaries as of March 31, 2025.
A. COMPANIES THAT HAVE BECOME SUBSIDIARIES:
> AKIKO GLOBAL COMMERCIAL BROKER LLC: During the year under review, the Companyacquired a 70% shareholding in Akiko Global Commercial Broker LLC. As the acquired entity is engagedin the business of DSA of Banks in UAE for Credit Cards, which aligns with the Company's existing lineof business, this strategic acquisition is expected to contribute to the Company's growth and expansionwithin the sector. Consequent to this acquisition, Akiko Global Commercial Broker LLC has become asubsidiary of the Company.
> M11 INSURANCE AGENTS PRIVATE LIMITED: During the year under review, the Companyacquired a 75% shareholding in M11 Insurance Agents Private Limited. The acquired entity is engagedin the business of Direct Sales Agent (DSA) services for loans and insurance products. This strategicacquisition is aimed at consolidating the Company’s position in the market, contributing to revenuegrowth and profitability, and enabling diversification into both secured and unsecured loan segments. Asa result of the acquisition, M11 Insurance Agents Private Limited has become a subsidiary of theCompany.
> WHITE LOTUS BROKER NETWORK PRIVATE LIMITED: The Company has entered into ashare purchase agreement (“SPA”) and shareholders agreement (“SHA”) with the existing promoters andshareholders of White Lotus Broker Network Private Limited ("Target Company") to acquire 51% of theequity share capital of the Target Company. The Target Company is engaged in the business of Financialconsultants and to help/assist in obtaining loans from various banks and other lending institutions etc. Thesaid acquisition is subject to the fulfilment of various terms and conditions as specified in the SPA andthe SHA. Consequent to this acquisition, White Lotus Broker Network Private Limited has become asubsidiary of the Company.
Apart from the above, there is no other Subsidiary / Joint-venture/Associate of the Company.
B. CONSOLIDATED FINANCIAL STATEMENT:
Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section129(3) of the Act read with the applicable Accounting Standards and Listing Regulations. The AuditedConsolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of itssubsidiaries are included in this Annual Report.
Further, a statement containing the salient features of the financial statements of subsidiaries pursuant to sub¬section 3 of Section 129 of the Companies Act, 2013 ('the Act') in the prescribed form AOC-1 is appendedto this Board Report as Annexure - I.
In accordance with Section 136 of the Act, the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts of the subsidiaries areavailable on the website of the Company viz. www.themoneyfair.com.
SHARE CAPITAL STRUCTURE OF THE COMPANY_
A. AUTHORIZED CAPITAL AND CHANGES THEREON IF ANY:
During the year under review, the Company has increased its Authorized Share Capital from Rs.
11.00. 00.000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crores Ten Lakhs only) equityshares of Rs. 10/- (Rupees Ten Only) each to Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into
1.20.00. 000 (One Crores Twenty Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) in its Extra¬Ordinary General Meeting held on February 26, 2025.
B. PAID UP CAPITAL AND CHANGES THEREON, IF ANY:
The Issued, Subscribed and Paid-up capital is Rs. 10,76,96,000/- (Rupees Ten Crore Seventy-Six LakhNinety-Six Thousand only) divided into 1,07,69,600 (One Crore Seven Lakh Sixty-Nine Thousand SixHundred) equity shares of Rs. 10/- (Rupees Ten only) each.
During the year under review, the Company had issued Shares by way of following Allotments:
Type of Issue
Date of allotment
No. of Shares Issued
Total Amount atface value (in Rs.)
1.
Initial Public Offer
June 28, 2024
30,01,600
3,00,16,000
The Issued, Subscribed and Paid-up capital of the Company has been increased from Rs. 7,76,80,000/- to Rs.10,76,96,000/-.
WARRANTS
The Company has issued 2,00,000 fully convertible warrants at a price of INR 87.02 per warrant pursuant toa duly convened Extraordinary General Meeting (EGM) held on 26th February, 2025, subject to receipt ofthe full consideration for the said warrants.
Subsequently, the Company received 25% of the warrant subscription amount on 1st April, 2025, and in theBoard Meeting held on the same day, the Board approved the allotment of the said warrants. The warrantsshall be converted into equity shares upon receipt of the balance consideration in accordance with applicablelaws.
Employee Stock Option Plan
During the year, the Company has established a trust named “Akiko Employee Stock Option Trust” for thepurpose of implementing the Akiko Employee Stock Option Plan 2025 (“Akiko ESOP 2025”). The schemewas initially placed for shareholders’ approval on February 26, 2025. However, based on therecommendations received from the National Stock Exchange of India Limited (NSE), certain modificationshave been made to the scheme. The revised scheme will be placed before the shareholders for their approvalat the upcoming Annual General Meeting.
Upon receipt of necessary approvals from NSE and the shareholders, the scheme will be implemented inaccordance with the provisions of Section 62 of the Companies Act, 2013, Rule 12 of the Companies (ShareCapital and Debentures) Rules, 2014, and the applicable provisions of the Securities and Exchange Board ofIndia (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.
DEPOSITS
The Company has neither accepted nor renewed any deposits from the public within the meaning of Section73 of the Act read with Chapter V of the Act and the Companies (Acceptance of Deposits) Rules, 2014, andas such, no amount on account of principal or interest on deposits from public was outstanding as on the dateof the balance sheet for the F.Y. 2024-25.
PARTICULARS OF RELATED PARTY TRANSACTION_
All related party transactions that were entered into during the financial year were on an arm’s length basisand were in the ordinary course of business. There are no materially significant related party transactionsmade by the company with related parties which may have potential conflict with the interest of the companyat large. Your directors draw your attention to notes to the financial statements for detailed related parties’transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders has been obtained for such transactions. However, as part of good corporate governance, allrelated party transactions covered under Section 188 of the Act are approved by the Audit committee
The FORM AOC- 2 is attached as Annexure - II with this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL_
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act,2013. As of the date of the report, your company has the following Directors on its Board:
S.No.
Name of theDirectors
Designation
DIN/PAN
Date ofAppointment
Date ofCessation
Ms. Priyanka Dutta
Managing Director
08475220
08/06/2019
2.
Mr. Gurjeet SinghWalia
Executive Director
07967563
01/05/2020
3.
Ms. Richa Arora
08607677
11/11/2019
4.
Mr. Tarun Gahlot
Non- Executive
Independent
Director
10722326
22/08/2024
5.
Mr. Jagjit Singh
10163644
05/06/2023
6.
Mr. Naveen Gupta
Non- ExecutiveDirector
07651435
29/01/2025
7.
Chief FinancialOfficer
BKMPR9473F
8.
Mr. Sachin
Company Secretary
IRYPK3987H
20/12/2024
Following changes took place in the Board of Directors and Key Managerial Persons before the date of thisreport.
• Ms. Achal Kapoor resigned as a Non-Executive Independent Director from the Board of theCompany w.e.f. August 20, 2024.
• Mr. Tarun Gahlot was appointed as an Additional Director (Non- Executive Independent Director)w.e.f. August 22, 2024 and was subsequently regularized as an Independent Director at the AnnualGeneral Meeting held on December 30, 2024.
• Ms. Pooja Roy resigned from the position of Company Secretary and Compliance Officer of theCompany w.e.f. September 26, 2024.
• Mr. Sachin was appointed as the Company Secretary and Compliance Officer of the Company w.e.f.December 20, 2024.
• Mr. Naveen Gupta was appointed as an Additional Director w.e.f. January 29, 2025 and wassubsequently regularized as Non-Executive Director at the Extra-Ordinary General Meeting held onFebruary 26, 2025.
• Mr. Puneet Mehta resigned as a Non-Executive Independent Director from the Board of the Companyw.e.f. April 28, 2025.
NUMBER OF MEETINGS OF THE BOARD_
During the year under review, a total of 17 (Seventeen) meetings of the Board of Directors were convenedand held in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, and incompliance with Secretarial Standard - 1 issued by the Institute of Company Secretaries of India (ICSI), onthe dates mentioned below:
• April 29, 2024 • September 18, 2024
• June 12, 2024 • September 26, 2024
• June 28, 2024 • November 14, 2024
• June 28, 2024 • December 03, 2024
• July 09, 2024 • December 06, 2024
• July 22, 2024 • December 20, 2024
• July 27, 2024 • January 29, 2025
• August 16, 2024 • March 20, 2025
• August 22, 2024
The gap between the Board Meetings was within the period prescribed under Companies Act, 2013 andSecretarial Standard issued by the ICSI.
S. No. Name of Director Designation No. of No. of No. of
Board Meetings Meeting
Meeting attended in
eligible to which
____attend___absent
1 Ms. Priyanka Dutta Managing Director 17 17 0
2 Mr. Gurjeet Singh Walia Executive Director 17 17 0_
3 Ms. Richa Arora Executive Director 17 17 0_
4 Mr. Puneet Mehta_ Non-Executive Director 17 17 0_
5 Mr. Achal Kapoor Non-executive Independent 08 08 0
6 Mr. Jagjit Singh Non-executive Independent 17 17 0
7 Mr. Tarun Gahlot Non-executive Independent 08 08 0
8_ Mr. Naveen Gupta Non-Executive Director 01 01 0_
COMMITTEE(S) AND THEIR MEETINGS THEREOF_
At present, the Board has following Three (3) Committees:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholder Remuneration Committee.
The Composition of these Committees and relative compliances are in line with the applicable provisions ofthe Companies Act, 2013 read with the Rules and applicable provisions of the Listing Regulations.
The terms of reference of these Committees are determined by the Board and their relevance reviewed fromtime to time. Meetings of each of these Committees are convened by the respective Chairperson of theCommittee. The Board supervises the execution of its responsibilities by the Committees and is responsiblefor their action. The minutes and proceedings of the meetings of all Committees are placed before the Boardfor review from time to time. The Minutes of the Committee Meetings are sent to all members of theCommittee individually and are placed before the Board for review from time to time.
A. AUDIT COMMITTEE:
The Audit Committee of the Board is responsible for oversight of the Company’s financial reporting processand the disclosure of its financial information to ensure that the financial statements are correct, adequateand credible; and for reviewing the annual financial statements before submission to the Board. TheCommittee periodically reviews the adequacy of internal control systems.
The Committee reviews the financial and risk management policies of the Company.
During the year under review, four (4) meetings of the Audit Committee were convened and held on thedates mentioned below:
• September 18, 2024
• November 14, 2024
• January 29, 2025
• March 20, 2025
The maximum interval between any two meetings did not exceed 120 days.
The detail of the composition of the Audit Committee along with their meetings held/attended is as follows:
Name of the Director
Category
No. of Meetingeligible to Attend
No. of MeetingAttended
Chairman (Non-ExecutiveIndependent Director)
04
Ms. Achal Kapoor*
Member (Non-ExecutiveIndependent Director)
Mr. Tarun Gahlot**
Mr. Puneet Mehta***
Member ((Non-ExecutiveIndependent Director)
Mr. Naveen Gupta****
Member (Non-ExecutiveDirector)
*Ms. Achal Kapoor resigned from the Company w.e.f. 20.08.2024 and ceased to be the member of theCommittee.
**Mr. Tarun Gahlot appointed as Non- Executive Independent Additional Director w.e.f. 22.08.2024 andbecome the member of the Committee.
*** Mr. Puneet Mehta resigned from the Company w.e.f. 28.04.2025 and ceased to be a member of theCommittee.
**** Mr. Naveen Gupta appointed as Non- Executive Director w.e.f. 28.04.2025 and become the member ofthe Committee.
Pursuant to Section 178(3) of the Companies Act, 2013, the Board duly constituted Nomination andRemuneration Committee and have laid down the following criteria:
1. Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:
2. Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Managementand Other Employees of the Company.
3. Evaluation of the performance of members of the Board of Directors and Key Managerial Personnel.
During the year under review, three (3) meetings of the Audit Committee were convened and held on thedates mentioned below:
• December 20, 2024
The detail of the composition of the Nomination and Remuneration Committee along with their meetingsheld/attended is as follows:
03
02
Mr. Naveen Gupta2
C. STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to Section 178(5) of the Companies Act, 2013, the Board duly constituted Stakeholder RelationshipCommittee to look into the redressal of complaints of investors such as transfer or credit of shares, non¬receipt of dividend/notices/annual reports, etc.
During the year under review, One (1) meeting of the Stakeholder Relationship Committee was convenedand held on March 20, 2025.
The detail of the composition of the Stakeholders Relationship Committee along with their meetingsheld/attended is as follows:
01
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, every listed company isrequired to establish a Vigil Mechanism (similar to a Whistle Blower mechanism) for Directors andemployees to report genuine concerns.
The Company has in place a duly formulated Vigil Mechanism / Whistle Blower Policy, which demonstratesits commitment to providing adequate safeguards against victimization of individuals who raise suchconcerns. The Policy also ensures direct access to the Chairman of the Audit Committee in appropriate orexceptional cases.
The Board of Directors affirms that no employee has been denied access to the Audit Committee during theyear under review. Further, no complaints were received or are pending under the Vigil Mechanism duringthe said period.
The details of the Vigil Mechanism / Whistle Blower Policy are available on the Company’s website.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION_
The Nomination and Remuneration Committee is entrusted with the responsibility of identifying andascertaining the integrity, qualification, expertise, and experience of the person for appointment as Director,KMP or at Senior Management level and recommending their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section178 of the Companies Act, 2013. The Policy interalia provides that a person should possess adequatequalification, expertise, and experience for the position he / she is considered for appointment. TheCommittee has discretion to decide whether qualification, expertise and experience possessed by a person issufficient / satisfactory for the concerned position.
Extract of the policy are available on the Company’s website www.themoneyfair.com.
CORPORATE SOCIAL RESPONSIBILITY_
During the year under review, the provisions of Section 135 of the Companies Act, 2013, became applicableto the Company, as its net profit exceeded Rs. 5 crores as on March 31, 2024.
In accordance with Section 135 of the Companies Act, 2013, read with the Companies (Corporate SocialResponsibility) Rules, 2014, as amended by the CSR Amendment Rules, 2021, your Company is exemptfrom constituting a CSR Committee since the CSR expenditure obligation for the relevant year does notexceed Rs. 50 lakhs. Therefore, the Board will carry out the required functions itself, and your Company isnot required to form a CSR Committee.
Further, the Company has not spent an amount of Rs. 4,97,119 pertaining to the CSR obligation from theprevious financial year (2023-24). However, the said amount, along with the CSR obligation for the financialyear 2024-25 amounting to Rs. 8,16,020, has been fully spent by the Company on eligible CSR activitiesbefore March 31, 2025.
The details of CSR Projects undertaken through our CSR activities are given in “Annexure III” asprescribed.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013_
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, hasadopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexualharassment.
During the year under review, the details of complaints pertaining to sexual harassment received are asfollows:
No. of complaints of sexual harassment received in the year__Nil_
No. of complaints disposed off during the year__Nil_
No. of cases pending for more than ninety year__Nil_
RISK MANAGEMENT_
The Board had developed and implemented an appropriate Risk Management Policy for identifying theelement of risk which, in the opinion of the Board may threaten the existence of the Company andsafeguarding the Company against those risks.
AUDITORS_
A. STATUTORY AUDITORS:
M/s Kapish Jain & Associates, Chartered Accountants (FRN 022743N), were appointed as the StatutoryAuditors of the Company for a term of five (5) consecutive years at the Annual General Meeting held onSeptember 30, 2023. Their tenure is effective from April 1, 2023, to March 31, 2028, at a remuneration plusapplicable taxes and out-of-pocket expenses as may be decided by the Board of Directors from time to time.
There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors intheir Report.
B. COST AUDITORS:
The Company is not engaged in the production of good/services as specified under Section 148 of theCompanies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014. Hence, the maintenanceof cost accounts and requirement of cost audit is not applicable.
C. INTERNAL AUDITORS:
The provisions of Section 138(1) of the Companies Act, 2013 have become applicable to the Company.Consequently, the Company appointed M/s Raman R Arora & Associates as the Internal Auditor for a termof three years, covering the financial years 2024-25 to 2026-27, at the Board Meeting held on March 20,2025.
D. SECRETARIAL AUDITORS:
The provisions of Section 204 of the Companies Act, 2013 read with Rule 9 the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, have become applicable to Company.Consequently, the Company appointed M/s Amit Saxena & Associates as the Secretarial Auditor of theCompany for the Financial Year 2024-25, at the Board Meeting held on March 20, 2025.
The Secretarial Auditors’ Report for the financial year ended 31st March 2025, does not contain anyqualification, reservation, or adverse remark.
The Secretarial Auditors’ Report for the financial year ended 31st March 2025, is enclosed to the Board’sreport, which forms part of this Integrated Annual Report.
ADEQUANCY OF INTERNAL CONTROL SYSTEM_
According to Section 134(5)(e) of the Companies Act, 2013, the term “Internal Financial Control (IFC)”means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct ofits business, including adherence to the Company’s policies, safeguarding of its assets, prevention anddetection of frauds and errors, accuracy and completeness of the accounting records and timely preparationof reliable financial information. The Company has a well-placed, proper and adequate Internal FinancialControl system which ensures that all the assets are safeguarded and protected and that the transactions areauthorized, recorded and reported correctly. To further strengthen the internal control process, the Companyhas developed the very comprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive level.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR_
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to theAudit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committedagainst the Company by its officers or employees, the details of which would need to be mentioned in theBoard’s Report.
DECLARATION OF INDEPENDENCE OF DIRECTORS_
The Independent Directors of the Company have submitted the declaration of Independence as required underSection 149(7) of the Companies Act 2013, confirming that they meet the criteria of independence underSection 149(6) of the said Act.
During the year under review, the Non- Executive Directors of the Company had no Pecuniary relationshipor transactions with the Company other than sitting fees, commission, if any and reimbursement of expensesincurred for the purpose of attending the meetings of the Board or Committees of the Company.
The Company has received requisite annual declarations/confirmations from all the aforesaid IndependentDirectors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteriaof independence and they are independent from the management of the Company.
The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and theCompany has noted that the names of all Independent Directors have been included in the data bankmaintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the IndependentDirectors of the Company have registered themselves with IICA for the said purpose.
In the opinion of the Board, the independent directors possess the requisite integrity, experience, expertiseand proficiency required under all applicable laws.
SEPARATE MEETING OF INDEPENDENT DIRECTORS_
The Company’s Independent Directors meet at least once in every financial year without the presence ofExecutive Directors or management personnel to review the performance of non-independent Directors andthe Board as a whole, to review the performance of the Chairperson of the company, taking into account theviews of executive Directors and non-executive Directors and to assess the quality, quantity and timelinessof flow of information between the company management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.
During the year under review, one Meeting of the Independent Directors was held on March 20, 2025 for theFinancial Year 2024-25 at the office of the Company at 11th Floor, Off. No. 8/4-D, Vishwadeep Building,District Centre Janak Puri, West Delhi, New Delhi, Delhi, India, 110058.
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirmthat:
(a) In the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicableAccounting Standards have been followed along with proper explanation relating to materialdepartures;
(b) they have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the Financial Year and of the Profit of the Company for the same period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the Annual Accounts on a going concern basis;
(e) they have laid down internal financial controls in the Company that are adequate and were operatingeffectively.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable lawsand these are adequate and are operating effectively.
ANNUAL EVALUATION OF BOARD PERFORMANCE_
As per provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder, the Board ofDirectors has carried out an annual evaluation of its own performance, Board Committees and individualDirectors.
The performance of the Board of Directors and its Committees were evaluated on various parameters suchas structure, composition, experience, performance of specific duties and obligations, quality of decisionmaking and overall effectiveness.
The performance of individual Directors was evaluated on parameters, such as meeting attendance,participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of Independent Directors, NominationCommittee and Audit Committee and also discussed various initiatives to further improve the Boardeffectiveness.
In a separate meeting of Independent Directors performance of non-independent Directors, performance ofthe Board as a whole and performance of the Chairman was evaluated.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT, 2013:_
The particulars of loans given, guarantees given, investments made and security provided under Section 186of the Companies Act, 2013, if any, have been disclosed in the financial statements, which also form part ofthis report.
CREDIT RATING_
The company has not obtained any rating from any Credit Rating Agency during the year.
The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies Act, 2013 read withRule 8(3) of Companies (Accounts) Rules, 2014, are annexed herewith at Annexure IV.
CODE OF CONDUCT AND ETHIC
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors, KeyManagerial Personnel and Senior Executives of the Company. Commitment to ethical professional conductis a must for every employee, including Board members and senior management personnel of the Company.The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. TheCode of Conduct enjoins that each individual in the organization must know and respect existing laws, acceptand provide appropriate professional views, and be upright in his conduct and observe corporate discipline.The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013also forms part of the Code of Conduct.
The Company has disclosed information about the establishment of the code on its website. All Boardmembers and senior management personnel affirm compliance with the Code of Conduct annually and TheCompany has complied with the provisions relating to affirmation of Compliance as per Schedule V of SEBI(Listing Obligations and Disclosure Requirements.
COMPLAINCE WITH SECRETARIAL STANDARDS_
The Company has complied with applicable provisions of the Secretarial Standards related with issued bythe Institute of Company Secretaries of India and approved by the Government of India under Section118(10) of the Companies Act, 2013.
FAMILIARISATION PROGRAMMES_
The Company familiarises its Independent Directors on their appointment as such on the Board with theCompany, their roles, rights, responsibilities in the Company, nature of the industry in which the Companyoperates, etc. through familiarisation programme. The Company also conducts orientation programme uponinduction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
REMUNERATION OF DIRECTORS_
The Company has paid Remuneration to Managing Director of the Company in pursuant to applicableprovisions of the Companies Act 2013 and Rules made thereunder.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES_
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee has drawnremuneration in excess of the limit’s set out in the said rules. (Annexure V)
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT_
As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations andDisclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Management Discussion andAnalysis of the Company for the year under review is presented in a separate section forming the part of theAnnual Report is attached here with as Annexure VI.
CORPORATE GOVERNANCE REPORT_
In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, as well as Para C, D, and E of Schedule
V, is not applicable to listed entities that have their specified securities listed on the SME Exchange.Therefore, the requirement to file a Corporate Governance Report with the Stock Exchange does not applyto the Company for the financial year 2024-25.
Since the Company’s securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 andclauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V of SEBI (ListingObligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. HenceReport on the Corporate Governance does not form part of this Board’s Report.
ANNUAL RETURN_
Pursuant to the provision of Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of theCompanies (Management and Administration) Rules, 2014, the annual return as on 31st March 2025 will beavailable on the website of the Company i.e., at www.themoneyfair.com.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS_
There were no significant and material order passed by the regulators or Courts or Tribunal's impacting thegoing concern status of your Company and its operation in future.
MATERNITY BENEFIT_
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, andhas extended all statutory benefits to eligible women employees during the year.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE, 2016_
As there is no application made or pending under Insolvency and Bankruptcy Code, 2016, so there is norequirement to give details of application made or any proceeding pending under the Insolvency andBankruptcy Code, 2016.
DECLARATION REGARDING SETTLEMENT WITH BANKS/FINANCIAL INSTITUTIONS
During the year under review, the Company has not made any settlements with banks or financial institutions.As a result, no valuations were necessary.
ACKNOWLEDGEMENT_
Your directors place on records their deep appreciation and thanks the Company’s shareholders, employees,customers, vendors, investors and members for their consistent support and encouragement of the Company.The enthusiasm and beneficent efforts of the employees have enabled the company to remain at the leading-edge of the industry. Your directors would also like to acknowledge and thanks the Government of India andconcerned government departments / agencies for their co-operation.
Date: 07-08-2025 For & on behalf of
Place: Delhi AKIKO GLOBAL SERVICES LIMITED
Sd/- Sd/-
Priyanka Dutta Richa Arora
Managing Director Director
DIN: 08475220 DIN: 08607677
As on March 31, 2024, there was no Subsidiary Company to the Akiko Global Services Limited.
REVIEW OF OPERATIONS & STATEMENT OF COMPANY’S AFFAIRS_
A. STANDALONE:
The Company recorded a standalone total turnover of Rs. 6345.13/- Lakhs during the year as against Rs.3219.93/- Lakhs in the previous year and the Company has earned a profit after tax of Rs. 595.87/- Lakhsas compared to the profit after tax of Rs. 375.45/- Lakhs in the previous financial year. The management ofthe Company is putting their best efforts to improve the performance of the Company.
Mr. Naveen Gupta appointed as Non- Executive Director w.e.f. 28.04.2025 and become the member ofthe Committee