The Directors present the 10th Annual report of the Company along with the audited financial statementsfor the financial year ended March 31, 2025.
The Company’s financial performance for the year under review along with previous year figuresis given hereunder:
Standalone
Financial Year
Particulars
2024-25
2023-24
(FY 2025)
(FY 2024)
Revenue from Operations
5023.30
3502.07
Other Income
60.65
64.73
Total revenue
5083.95
3566.80
Operating Profit (Before Finance Cost andDepreciation & Amortisation)
1025.04
696.13
Less: Finance Cost
94.61
61.56
Profit before Depreciation & Amortisation
930.43
634.57
Less: Depreciation & Amortisation
57.85
21.83
Profit before Tax
872.58
612.74
Less/(Add): Current Tax
205.24
166.47
Less/(Add): Deferred Tax Expense/Credit
19.40
(2.27)
Less/(Add): “Short/(Excess) provision of taxfor earlier years”
(1.07)
(3.22)
Profit after Tax
649.01
451.76
Earning Per Share
Basic
10.56
8.06
Diluted
In order to conserve the reserve, your directors do not recommend any dividend for the financialyear ended, 31st March, 2025.
The net profit of the company for F.Y. 2024-2025 is Rs. 649.01 Lakhs. The profit of F.Y. 2024¬2025 has been transferred to the surplus account.
The revenue from operations for FY 2024-25 is Rs. 5023.30 Lakhs over the previous year’srevenue from operations of Rs. 3502.07 Lakhs which is 43.44% more than previous year’s revenuefrom operations.
Net Profit after tax for FY 2024-25 is Rs. 649.01 Lakhs against the previous year’s Net profit aftertax of Rs. 451.76 Lakhs which is 43.66 % more than previous year’s Net Profit after tax.
The overall performance of the Company has been increased when compared to the previous yearsand the Company shall continue to provide better results to the shareholders in upcoming years viabetter performance.
There have been no material changes and commitments, affecting the financial position of theCompany which occurred between the end of the financial year of the Company and to the date ofthis report to which the financial statements relate and the date of the report. -
During the year under review Company has incurred Rs. 346.68 Lakhs towards construction offactory building and Office building
On 10.09.2024 Company has completed the construction of factory building located at Plot No 40,Doddaballapura Industrial Area 4th Phase, YG 1 Industries, Doddaballapura Taluk, AdinarayanaHosahalli, Bengaluru Rural, Karnataka, 562163.
By setting up the assembling unit the Company aims to target large customers with competitiveprice which will be in line with PM Narendra Modi’s Athmanirbhar Bharat Abhiyaan Scheme(Make in India). Setting up of this unit will help us reduce the turnaround time for supply ofmachineries to the end users.
The Authorised Share Capital as on 31st March, 2025 is Rs. 7,00,00,000 and Paid up share capitalas on 31st March, 2025 was Rs. 6,25,54,000.
Material Changes during the year:
On 24.05.2024 the Authorized Share Capital of the Company was increased from Rs. 6,00,00,000(Six Crores Rupees) to Rs. 7,00,00,000 (Seven Crores Rupees) divided into 70,00,000 (SeventyLakhs) Shares of Rs 10/- each.
On 03.06.2024 the Paid-up Share Capital of the Company was increased from 5,60,50,000 to6,25,54,000 by a way of Qualified Institutions Placement (“QIP”) and has allotted 6,50,400 (Six
Lakhs Fifty Thousand Four Hundred) Equity shares of Rs. 10/- (Rupees ten Only) each at apremium of Rs. 372.46/- per share.
The Equity Shares of the Company are continued to be listed with NSE EMERGE Platform and indematerialized form. The ISIN No. of the Company is INE0LR101013.
The Company Equity Shares is listed at National Stock Exchange of India Limited (EmergePlatform). The Annual Listing fee for the year 2024-25 has been paid.
The Company has not accepted any deposits from public and as such, no amount on account ofprincipal or interest on deposits from public was outstanding as on the date of the balance sheet asper section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits)Rules, 2014.
The Company further reports the below details relating to deposits as per Rule 8(5)(v) and (vi) asfollows:
a. accepted during the year; Nil
b. remained unpaid or unclaimed as at the end of the year; Nil
c. whether there has been any default in repayment of deposits or payment of interest thereonduring the year and if so, number of such cases and the total amount involved- Nil
i. at the beginning of the year; Nil
ii. maximum during the year; Nil
iii. at the end of the year; Nil
iv. the details of deposits which are not in compliance with the requirements of ChapterV of the Act; Nil
The Company has not given any loans, guarantees or made investment covered under theprovisions of section 186 of the Companies Act, 2013 during the year 2024-25.
During the financial year, the company successfully launched full-scale operations inmanufacturing and assembly, complementing its existing capabilities in engineering services. Thisstrategic expansion represents a significant milestone in our growth trajectory and reflects ourcommitment to delivering comprehensive, end-to-end solutions to our clients.
The integration of manufacturing and assembly operations is expected to:
• Enhance operational efficiency and improve product quality
• Enable seamless service delivery from design to final production
• Strengthen our market position as a holistic solutions provider
This development underscores our focus on innovation, operational excellence, and long-termvalue creation for stakeholders.
The Company implemented suitable controls to ensure its operational, compliance and reportingobjectives. The Company has adequate policies and procedures in place for its current size as wellas the future growing needs. These policies and procedures play a pivotal role in the deploymentof the internal controls. They are regularly reviewed to ensure both relevance andcomprehensiveness and compliance is ingrained into the management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit team.Suggestions to further strengthen the process are shared with the process owners and changes aresuitably made. Significant findings, along with management response and status of action plansare also periodically shared with and reviewed by the Audit Committee. It ensures adequateinternal financial control exist in design and operation.
M/s. SKMK & Co., Chartered Accountants (Firm Regn No: 0144210W), Chartered Accountants,Mumbai are the internal auditors of the Company, who conducts Internal audit and submit reportsto the Audit Committee. The Internal Audit is processed to review the adequacy of internal controlchecks in the system and covers all significant areas of the Company's operations. The AuditCommittee reviews the effectiveness of the Company's internal control system.
During the year under review, no company has become or ceased to be a subsidiary, joint venture,or associate company of the Company.
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013,read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy,technology absorption and foreign exchange earnings and outgo are under:
Sr.
No.
Comments
(A)
Conservation of energy
(i)
the steps taken or impact on conservationof energy;
In its endeavors towards conservation ofenergy, your Company ensures optimaluse of energy, avoid wastages andendeavors to conserve energy as far aspossible.
(ii)
the steps taken by the Company forutilizing alternate sources of energy;
Encouraging green plants in / outside thecompany premises to lower airconditioning needs
Switching to LED lights instead oftraditional ones to cut down on electricityusage.
(iii)
the capital investment on energyconservation equipment
There is no capital Invested on energyconversion equipment
(B)
Technology absorption
the efforts made towards technologyabsorption
As part of our ongoing efforts to strengthenoperational efficiency throughtechnological advancement, the companyhas installed two units of the KardexInventory Management System at itsmanufacturing facility during the year.These systems will be integrated with ourSAP ERP platform, enabling:
- Real-time inventory tracking andenhanced visibility
- Streamlined material handling andstorage processes
- Improved accuracy and control overinventory operations
This initiative reflects our commitment toembracing modern technologies thatsupport process optimization and long¬term scalability.
(11)
the benefits derived like productimprovement, cost reduction, productdevelopment or import substitution;
Yes product had improved the efficiency offinding the stocks available and the usageof Stocks in the company on day-to-basis
(ill)
in case of imported technology (importedduring the last three years reckoned fromthe beginning of the financial year :
(a) the details of technology imported
Yes
(b) the year of import
2025
(c) whether the technology been fullyabsorbed
(d) if not fully absorbed, areas whereabsorption has not taken place, and thereasons thereof; and
Nil
(iv)
the expenditure incurred on Research andDevelopment
(C)
Foreign exchange earnings and Outgo
Inflow (Rs. In Lakhs)
Out Flow (Rs.In Lakhs)
The Foreign Exchange earned in terms ofactual inflows during the year and theForeign Exchange outgo during the yearin terms of actual outflows
678.21
2178.94
Value of imports calculated on C.I.F basis by the company during the financial year inrespect of:
For the yearended March 31,2025
For the yearended March 31,2024
?
a.
Raw Material
-
b.
Components and spare parts
1948.66
1182.89
c.
Capital goods
Expenditure in Foreign Currency
Royalty
20.42
Know-How
Professional and consultation fees
166.09
49.10
d.
Interest
e.
Purchase of Components and spare parts
f.
Others
43.77
31.84
Earnings in Foreign Exchange
Export of goods calculated on F.O.B. basis
Royalty, know-how, professional andconsultation fees
320.08
53.87
Interest and dividend
Other income
358.13
141.64
16. INDUSTRIAL RELATION
During the year under review, your Company enjoyed cordial relationship with workers andemployees at all levels. The company recognizes the significance of maintaining harmonious andconstructive industrial relations, fostering a collaborative environment that promotes the well¬being and productivity of our workforce. We believe that healthy relationships with our employeesand their representatives are essential for the long-term success and sustainable growth of theorganization.
Throughout the reporting period, we have actively engaged in dialogue and consultations withemployee representatives and unions to address workplace concerns, promote opencommunication, and seek mutually beneficial solutions. We have strived to create a workplaceculture that values employee engagement, inclusivity, and respect, enabling our workforce tocontribute their best efforts towards achieving our business objectives.
17. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIALPERSONNEL
The Company's Board is duly constituted and is in compliance with the requirements of theCompanies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, as applicable on the Company and provisions of the Articles of Association of the Company.The Company's Board has been constituted with requisite diversity, wisdom and experiencecommensurate to the business of your Company.
There are six Directors on the Board of the Company, headed by a Managing Director (Chairman)and includes one-woman Whole-time Director and one woman Non-executive Director and threeIndependent Directors on its Board.
The Directors on the Board have experience in the field of finance, legal, statutory compliance,engineering and accounts. None of the Directors are disqualified under the provisions ofCompanies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.
BOARD COMPOSITION
Sl.No
Name of the Person
DIN/PAN
Designation
1.
Unnikrishnan Nair P M
01825309
Managing Director
2.
Beena Unnikrishnan
07222504
Whole-time Director
3.
Ashokkumar Hebron Charles
00803441
Non-ExecutiveIndependent Director
4.
Shiny George
07438518
5.
Phillip Craig MorrissonMeiselbach
09568952
6.
Veena Praveen
08398847
Non-Executive Director
7.
Emmyunual S
GFKPS6826F
Chief Financial Officer
8.
Shikha Dixit
CXBPS6064A
Company Secretary &Compliance Officer
18. APPOINTMENT/ REAPPOINTMENT/ CHANGE OF DIRECTORS OR KEYMANAGERIAL PERSONNEL
As per Provisions of Section 152 of the Companies Act, 2013, Mr. Unnikrishnan Nair P M (DIN:01825309) Managing Director is liable to retire by rotation and is eligible to offer himself for re¬appointment.
On 25.08.2024 Ms. Meghana M P resigned as the Company Secretary & Compliance officer of theCompany.
On 24.11.2024 Ms Sikha Dixit was appointed as the Company Secretary & Compliance Officer ofthe company.
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Boardof Directors, to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
(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 and fairview of the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act, 2013 and Rulesmade thereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
During the Financial year 2024-25, Twelve (12) board meetings were held. The interval betweenany two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the board ofdirectors during the year are given below.
Name of the Director
Category
No. of BoardMeetings Held& Entitled toAttend
No. of BoardMeetingsAttended
Mr. Unnikrishnan Nair PM
12
11
Mrs. BeenaUnnikrishnan
Mr. Shiny George
Non-executive IndependentDirector
Mr. Ashokkumar HebronCharles
9
Mr. Phillip CraigMorrisson Meiselbach
Mrs. Veena Praveen
Sl. No
Date of Board Meeting
Board Meeting Attendance
1
24-04-2024
5
2
27-05-2024
6
3
29-05-2024
4
03-06-2024
15-07-2024
7
11-11-2024
8
24-11-2024
18-01-2025
10
03.03.2025
10.03.2025
15.03.2025
COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are furnished regularly to theBoard. To provide better Corporate Governance & transparency, currently, your Board has four(4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate SocialResponsibility Committee and Stakeholder Relationship Committee to investigate various aspectsfor which they have been constituted. The Board fixes the terms of reference of Committees anddelegate powers from time to time.
AUDIT COMMITTEE
The Audit Committee comprises of non-executive Independent Director and Executive Director asits Member. The Chairman of the committee is Independent Director.
During the Financial year 2024-25, Five (5) meeting of audit committee held on 24.04.2024,27.05.2024, 15.07.2024, 11.11.2024 and 03.03.2025
The Composition of Audit Committee and the details of meetings attended by members during theyear are given below.
Status in theCommittee
Nature ofDirectorship
No. of AuditCommitteeMeetings Held& Entitled toAttend
No. of AuditCommitteeMeetingsAttended
Chairman ofCommittee
Non¬
Executive
Independent
Director
Member
Managing
Mr. Shiny George, Chairman of the Audit Committee, was present at the AGM of the Companyheld on August 09, 2024.
All the recommendations made by the Audit Committee are accepted and implemented by theBoard of Directors.
The Nomination and Remuneration Committee comprises of Independent Directors and non¬executive Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2024-25, Four (4) meetings of the Nomination and RemunerationCommittee were held on 24.04.2024, 15.07.2024, 24.11.2024 and 03.03.2025.
The Composition of Nomination and Remuneration Committee and the details of meetingsattended by members during the year are given below.
No. ofNominationand
RemunerationCommitteeMeetings Held& Entitled toAttend
Remuneration
Committee
Meetings
Attended
Mr. Shiny George, Chairman of the Nomination and Remuneration Committee, was present at theAGM of the Company held on August 09, 2024.
The Nomination and remuneration policy available on the website of the company athttps://anlon.co/uploads/11. Nomination and Remuneration Policy.pdf
The stakeholder relationship committee comprises Non-executive Director, Whole-time Directorand one Independent Director as its members. The Chairman of the Committee is an IndependentDirector.
During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee washeld on 03.03.2025.
The Composition of Stakeholder and Relationship Committee and the details of meetings attendedby the members during the year are given below:
No. ofStakeholderRelationshipCommitteeMeetings Held& Entitled toAttend
No. ofStakeholderRelationshipCommitteeMeetingsAttended
Chairperson ofCommittee
Mrs.
Unnikrishnan
Beena
Whole-time
Mrs. Veena Praveen, Chairperson of the Stakeholder Relationship Committee, was present at theAGM of the Company held on August 09, 2024.
The Corporate Social Responsibility committee comprises Managing Director, Whole-timeDirector and one Independent Director as its members. The Chairman of the Committee isManaging Director.
During the Financial year 2024-25, One (1) meeting of Corporate Social Responsibility Committeewere held on 24.04.2024
The Composition of Corporate Social Responsibility Committee and the details of meetingsattended by the members during the year are given below:
No. of CSRCommitteeMeetings Held& Entitled toAttend
No. of CSRCommitteeMeetingsAttended
Mr. Unnikrishnan NairPM
Mrs. Beena Unnikrishnan
Mr. Unnikrishnan Nair PM, Chairman of the CSR Committee, was present at the AGM ofthe Company held on August 09, 2024.
21. ANNUAL RETURN
Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (‘theAct’), the Annual Return as on March 31, 2025, will be available on the Company’s website onhttps://anlon.co/uploads/Annual Return 2024-2025.pdf
22. CORPORATE GOVERNANCE REPORT
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governanceprovisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worthnot exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with theprovisions of Corporate Governance shall not apply to the Company and it does not form the partof the Annual Report for the financial year 2024-25.
23. AUDITORS
(i) STATUTORY AUDITORS
At the 7th AGM held on September 30, 2022 the Members had approved appointment ofM/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C) as StatutoryAuditors of the Company to hold office for a period of four years from the conclusion of that AGMtill the conclusion of the 11th AGM.
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hasappointed M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P.No:18513)as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of thesaid Act for the Financial Year 2024-25.
A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-II inForm MR-3.
The Board of directors has appointed of M/s. S K M K & Co., Chartered Accountants (Firm RegNo: 0144210W) as the internal auditor of the company; The Internal Auditor conducts the internalaudit of the functions and operations of the Company and reports to the Audit Committee andBoard from time to time.
During the year under review the requirement to appointment of Cost Auditor for the Companydoes not arise. Hence this provision is not applicable.
There are no qualifications, reservations or adverse remarks made by Statutory AuditorsM/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C), in theAuditor’s report for the Financial Year ended March 31, 2025.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s.Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P. No:18513), in theSecretarial Audit Report for the Financial Year ended March 31, 2025.
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reportedto the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraudcommitted against the Company by its officers or employees, the details of which would need tobe mentioned in the Board’s Report.
As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the ManagementDiscussion and Analysis of the Company for the year under review is presented in a separatesection forming the part of the Directors Report is attached here with as Annexure III.
25. DEMATERIALISATION OF SHARES
During the year under review, all the equity shares were dematerialized through depositories viz.National Securities Depository Limited and Central Depository Services (India) Limited, whichrepresents 100% of the total paid-up capital of the Company. The Company ISIN No. isINE01R101013 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited.
26. DIRECTOR REMUNERATION AND SITTING FEES
Member’s attention is drawn to Financial Statements wherein the disclosure of remuneration paidto Directors is given during the year 2024-25. Details of Sitting fees paid to the non-executivedirectors are disclosed in the financial statements.
27. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm’slength basis and were in the ordinary course of business. There are no materially significant relatedparty transactions made by the company with related parties which may have potential conflictwith the interest of the company at large. Your directors draw your attention to notes to thefinancial 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 orMembers / Shareholders has been obtained for such transactions. However, as part of goodcorporate governance, all related party transactions covered under Section 188 of the Act areapproved by the Audit committee.
The E-form AOC- 2 is attached as Annexure - IV with this report.
28. CREDIT RATING
The company has not obtained any rating from any Credit Rating Agency during the year.
29. MEETING OF INDEPENDENT DIRECTORS
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independentdirectors of the Company shall hold at least one meeting in a financial year, without the attendanceof non-independent directors and members of the Management.
During the year under review, the Independent Directors met on March 03, 2025 inter alia, to:
1. Review the performance of the Non- Independent Directors and the Board of Directors as awhole.
2. Review the performance of the Chairman of the Company, taking into the account of theviews of the Executive and Non- Executive Directors.
3. Assess the quality, content and timeliness of flow of information between the managementand the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting. At the meeting, the independentdirectors discussed, among other matters, the performance of the Company and risks faced by it,
the flow of information to the Board, competition, strategy, leadership strengths and weaknesses,governance, compliance, Board movements, succession planning, human resources matters andthe performance of the executive members of the Board, and the Chairman.
The Board is satisfied with the integrity, expertise and experience (including the proficiency) ofthe independent directors and their contributions towards the enhancement of operations of theCompany.
All the Independent Directors on the Board have given a declaration of their independence to theCompany as required under section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) ofthe Listing Regulations.
During the year under review no new Independent Directors were appointed in the Company.
An Independent Director shall be a person of integrity and possess appropriate balance of skills,experience and knowledge in one or more fields of finance, law, management, sales, marketingand technical operations or any other discipline related to the Company’s business. The Companydid not have any peculiar relationship or transactions with non-executive Directors during the yearended March 31, 2025.
Pursuant to the provisions of the Companies Act, 2013 the nomination and remunerationcommittee has laid down the evaluation of the performance of Individual Directors and the Boardas a whole. Based on the criteria the exercise of evaluation was carried out through the structuredprocess covering various aspects of the Board functioning such as composition of the Board andcommittees, experience & expertise, performance of specific duties & obligations, attendance,contribution at meetings, etc. The performance evaluation of the Chairman and the Non¬Independent Directors was carried out by the Independent Director. The performance of theIndependent Directors was carried out by the entire Board (excluding the Director beingevaluated). The Director expressed their satisfaction with the evaluation process.
During the year under review the provisions relating to transfer of funds to Investor education andprotection fund does not apply to the Company.
CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.
A brief outline of the CSR policy of the Company and the initiatives undertaken by the Companyon CSR activities during the year are set out in Annexure I of this report in the format prescribedin the Companies (Corporate Social Responsibility Policy) Rules, 2014.
This Policy is available on the Company’s website athttps://anlon.co/uploads/Corporate Social Responsibility Policy.pdf
The Nomination and Remuneration Committee (‘NRC’) formulates and recommends to theBoard the appropriate qualifications, positive attributes, characteristics, skills and experiencerequired for the Board as a whole and its individual members with the objective of having aBoard with diverse backgrounds and experience in business, government, education and publicservice. The Policy for appointment and removal of Directors and determining Directors’independence is available on our website at
https://anlon.co/uploads/11. Nomination and Remuneration Policv.pdf. The committee interalia ensures that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retainand motivate directors and key managerial personnel of the quality required to run thecompany successfully.
b. relationship of remuneration to performance is clear and meets appropriate performancebenchmarks and relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.
Your Company has adopted the policy on Materiality of Related Party Transaction to set outthe dealing with the transaction between the Company and its related parties. The Policy onMateriality of Related Party Transaction has been available on the website of the Companyhttps://anlon.co/uploads/Related Party Transaction Policy.pdf
Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. The Policy on Code of Conduct forDirector and Senior Management has been available on the website of the Companyhttps://anlon.co/uploads/Code of Conduct for Sr Mgnt Persnel.pdf
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code ofConduct to regulate, monitor and report trading by employees and other connected persons andcode of practices and procedure for fair disclosure of unpublished price Sensitive Information.The same has been available on the website of the Companyhttps://anlon.co/uploads/Code of Conduct for Insider Trading .pdf
Pursuant to provision of the regulations, the board has formulated the policy on the Preservationof Documents & Archive policy. The same has been available at the website of company athttps://anlon.co/uploads/Policy for Preservation of Documents.pdf
Pursuant to provision of the regulations, the board has formulated the policy on DividendDistribution policy. The same has been made available on the website of the companyhttps://anlon.co/uploads/Investors-Dividend-Distribution-Policv.pdf
The Company has taken various steps in connection with the implementation of RiskManagement measures in terms of provisions contained in the Companies Act, 2013, afteridentifying the elements of risks which in the opinion of the Board may threaten the veryexistence of the Company. The Company has laid down a comprehensive Risk Assessment andMinimization Procedure which is reviewed by Board from time to time. Key risks identifiedare methodically addressed through mitigating actions on a continuing basis. The policy of riskmanagement is made available on the website of the company athttps://anlon.co/uploads/Risk Management Policy.pdf
Your Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement, if any. The Vigil Mechanism has been available on the website of theCompany at https://anlon.co/uploads/Whistle Blower Policy.pdf
Your Company has adopted a Policy on Determination and Disclosure of Materiality of Eventsand Information. The Policy on Determination and Disclosure of Materiality of Events andInformation has been available on the website of the Company athttps://anlon.co/uploads/Policy for Determining Materiality of Events.pdf
During the year under review, the details of employees drawing remuneration which is in excessof the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexedherewith as Annexure-V.
The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-V.
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) aswell as information by directors in Form DIR 8 under Section 164(2) and declarations as tocompliance with the Companies Act, 2013 & Listing Regulations.
During the financial year 2024-2025 under review the Company has received Form DIR-8 fromall Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read
with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of theDirectors of your Company is disqualified to hold office as per provision of Section 164(2) of theCompanies Act, 2013 and debarred from holding the office of a Director pursuant to any order ofthe SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circulardated 20th June 2018 on the subject “Enforcement of SEBI orders regarding appointment ofDirectors by Listed Companies”.
The Directors of the Company have made necessary disclosures, as required under variousprovisions of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
Your directors’ states that they have devised proper systems to ensure compliance with theSecretarial Standards and that such system are adequate and operating effectively.
The Company has been complied with all regulatory requirements of central government and stategovernment and there were no significant and material orders passed by the Regulators or Courtsor Tribunals during the year impacting the going concern status and the Company’s operations infuture.
The investor complaints are processed in a centralized web-based complaints redress system. Thesalient features of this system are centralized database of all complaints, online upload of ActionTaken Reports (ATRs) by the concerned companies and online viewing by investors of actionstaken on the complaint and its status. Your Company has been registered on SCORES and makesevery effort to resolve all investor complaints received through SCORES or otherwise within thestatutory time limit from the receipt of the complaint. The Company has not received any complainton the SCORES during financial year 2024-25.
During the Financial Year 2024-25, there were no complaints or queries received from theshareholders of the Company. Company Secretary acts as the Compliance Officer of the Companyis responsible for complying with the provisions of the Listing Regulations, requirements ofsecurities laws and SEBI Insider Trading Regulations. The Investor can send their query tocs.anlon@anlon.co.in.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy onprevention, prohibition, and Redressal of Sexual Harassment at workplace in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and Rules there under. The policy aims to provide protection to employeesat the workplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto, with the objective of providing a safe working environment, whereemployees feel secure.
The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH)Committee) under the sexual harassment of women at workplace (prevention, prohibition, andRedressal) Act, 2013 and complied with the provisions of the same.
The following is the Summary of sexual harassment complaints received and disposed off duringthe FY 2024-2025:.
Number of complaints of sexual harassment received in the year
Number of complaints disposed off during the year; and
NA
Number of cases pending for more than ninety days.
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended,and ensures that all eligible women employees are extended the benefits and protections mandatedunder the Act, including paid maternity leave and other entitlements. The Company also promotesa gender-inclusive workplace and is committed to supporting the health and well-being of womenemployees through appropriate workplace policies and practices.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS ATTHE END OF THE FINANCIAL YEAR
During the year under review this provision is not applicable on our Company.
46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF
47. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROMTHE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS AMANAGING OR WHOLE-TIME DIRECTOR - 197(14)
During the year, there were no significant and material orders passed by the Regulators / Courtswhich would impact the going concern status of the Company and its future operations.
The Board of Directors and Senior Management of the Company have complied with theCompany's Code of Conduct applicable to Board of Directors and Senior Management.
The company has implemented a robust Familiarization Program for independent directors, aimingto equip them with the necessary knowledge, insights, and exposure to effectively discharge theirresponsibilities. The program includes comprehensive induction, periodic updates on industrytrends, site visits, relevant training programs, access to information, and regular interactions withsenior management. By actively engaging independent directors and providing them with thenecessary resources, we strive to foster a well-informed and engaged Board that contributes toeffective governance and value creation.
The Policy on Determination and Disclosure of Familiarization Programme for IndependentDirectors has been available on the website of the Company athttps://anlon.co/uploads/Familiarization Programme.pdf
SL
No
Financial
Year
Date ofProgrammes
Purpose
Total number ofhours spent byIndependentDirectors (hours)
01
28-05-2024
Recent Changes inregulatory framework.
the
06.00
02
04-03-2025
Business Model ofCompany
As per the report submitted to the National Stock Exchange on 11.11.2024 there is no deviation orvariations observed in the utilisation of funds raised.
52. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THATTHE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENTPERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OFBOARD OF DIRECTORS AND SENIOR MANAGEMENT
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisionsof declaration signed by the chief executive officer stating that the members of board ofdirectors and senior management personnel have affirmed compliance with the code ofconduct of board of directors and senior management shall not apply to the Company and itdoes not form the part of the Annual Report for the financial year 2024-25.
53. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICINGCOMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisionsof Compliance certificate from either the auditors or practicing company secretariesregarding compliance of conditions of corporate governance shall not apply to the Company andit does not form the part of the Annual Report for the financial year 2024-25.
54. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OFTHE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
During the Financial Year 2024-25, no new Independent Directors were appointed on the Boardof the Company. Hence, the requirement to provide the Board’s opinion regarding the integrity,expertise, experience, and proficiency of newly appointed Independent Directors does not arise forthe year under review.
55. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMEDSUSPENSE ACCOUNT
As all shares of the Company are held in dematerialised form, there is no outstanding equity inphysical mode. Accordingly, the provisions relating to disclosures under the Demat SuspenseAccount or Unclaimed Suspense Account, as specified under Para F of Schedule V of the ListingRegulations are not applicable to the Company.
56. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDINGLISTED ENTITIES UNDER REGULATION 30A(2) OF LISTING REGULATIONS
There are no agreements entered into by the shareholders, promoters, promoter group entities,related parties, directors, key managerial personnel, employees of the listed entity or of its holding,subsidiary or associate company, among themselves or with the listed entity or with a third party,solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect isto, impact the management or control of the listed entity or impose any restriction or create anyliability upon the listed entity as on the date of notification of clause 5A to Para A of Part A ofSchedule III of the Listing Regulations.
57. ACKNOWLEDGEMENT
The Directors thank the Company’s employees, customers, vendors, investors and academicpartners for their continuous support.
The Directors also thank the Government of India, Governments of various states in India,concerned Government departments and agencies for their co-operation.
For Anlon Technology Solutions Limited
Sd/- Sd/-
Mr. Unnikrishnan Nair P M Mrs. Beena Unnikrishnan
Managing Director Whole-time Director
DIN: 01825309 DIN: 07222504
Add: 5001, Prestige Apt, Add: 5001, Prestige Apt,
Eternity Doddaballapur Road, Eternity Doddaballapur Road,
Ananthpur Gate, Puttenahalli, Ananthpur Gate, Puttenahalli,
Yelahanka, Bangalore North- 560064 Yelahanka, Bangalore North- 560064
Date : 23.07.2025Place : Mumbai