Your Directors are pleased to present the Fifth (05th) Annual Report of Alphalogic Industries Limited ("theCompany") along with the Audited Standalone Financial Statements for the financial year ended March 31,2025.
Revenue EBIDTA Profit After Tax (PAT)
7000 500 3006000 250 1
Ý 111 ill
2022-23 2023-24 2024-25 2022-23 2023-24 2024-25 2022-23 2023-24 2024-25
Networth Earning Per Share (EPS) Borrowings
2500 3.0 400
ill III fi.
The performance of the Company for the financial year 2024-25 is summarized:
Particulars
As on 31st
March 2025
March 2024
(in lakhs)
Revenue from Operationsand Other Income
6,359.46
4,823.71
Profit/ (Loss) beforedepreciation and tax
404.21
322.38
Less: - Depreciation
12.14
11.00
Profit/ (Loss) Before Tax
392.07
311.38
Less: - Tax Expenses forCurrent Year
96.88
74.85
Less: - Deferred Tax
0.45
1.95
Less: - Excess / (Short)provision of earlier yearswritten off
1.94
-0.34
Profit after Tax
292.80
234.92
Profit / (Loss) Carried toBalance Sheet
Earning per share (EPS)Basic
2.87
2.39
Diluted
During the year under review, Revenue from Operationsand Other Income of the Company stood at Rs. 6,359.46Lacs in comparison to Rs. 4,823.71 Lacs in the previousyear, showing an increase in business activities of theCompany.
The Profit before tax has increased by Rs. 80.69 Lacsshowing Rs. 392.07 Lacs in current year, which leads toan increase in profit after tax of Rs. 57.88 Lacs showingNet Profit of Rs. 292.80 Lacs.
Your Board does not recommend any dividend for thefinancial year 31st March 2025 under review and theprofit is ploughed back for the business.
The company has not transferred any amount to anyspecific reserve fund during the financial year underreview.
There was no change in the nature of Business of theCompany during the year under review.
The Company has not accepted any deposits frompublic within the meaning of Section 73 of theCompanies Act, 2013 read with the Companies(Acceptance of Deposits) Rules, 2014.
• The authorized share capital of the company as on31st March 2025 was Rs. 12,00,00,000.00 divided into
1.20.00. 000 equity shares of Rs. 10 each.
• The paid-up share capital of the company as on 31stMarch 2025 was Rs. 10,18,92,000.00 divided into1,01,89,200 equity shares of Rs. 10 each.
• During the year under review, the authorized sharecapital of the company has increased from Rs.
11.00. 00.000/- divided into 1,10,00,000 equity sharesof Rs. 10 each to Rs. 12,00,00,000/- divided into
1.20.00. 000 equity shares of Rs. 10 each on 14thFebruary, 2025.
Employee relations were harmonious throughout theyear. The Board wishes to place on record their sincereappreciation to the co-operation extended by all theemployees in maintaining cordial relations.
Since your Company's Equity Shares are listed on theSME Platform of BSE Limited and therefore, theprovisions of Corporate Governance provisions underSEBI Listing Regulations are not applicable to theCompany.
The Company has adopted a Code of Conduct forProhibition of Insider Trading (the 'Code') in accordancewith the requirements of the SEBI (Prohibition of InsiderTrading) Regulations, 2015, with a view to regulatetrading in securities by the Board of Directors andEmployees of the Company, their immediate relativesand other insiders as defined in the Code. Also, duringthe period of closure of the trading window, noEmployee/ Designated Person is permitted to trade withor without pre-clearance in securities of restrictedcompanies as informed by the Secretarial Department,from time to time. Timely disclosures are made to the
Stock Exchanges by the Company. No Employee/Designated Person is permitted to communicate,provide, or allow access to any Unpublished PriceSensitive Information relating to Company, its securitiesor any other company (listed or proposed to be listed),to any person except where such communication is infurtherance of legitimate purpose, Performance ofduties or discharge of legal obligations. The Companyperiodically monitors and facilitates compliance with theSEBI (Prohibition of Insider Trading) Regulations, 2015.
To the best of their knowledge and belief, your Directorsmake the following statements in terms of Section134(3) (c) read with Section 134(5) of the CompaniesAct, 2013:
i) That in the preparation of the annual accounts forfinancial year ended 31st March 2025; the applicableaccounting standards have been followed along withproper explanation relating to material departures, ifany;
ii) That the Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent to give a true and fair view of the state of affairsof the Company at the end of financial year and of theprofit and loss of the Company for that period;
iii) That the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of this Act forsafeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accountson a going concern basis;
v) That the Directors have laid down internal financialcontrols, which are adequate and are operatingeffectively;
vi) That the Directors have devised proper systems toensure compliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively.
Mr. Anshu Subhash Goel, Director of the Companyretires by rotation in accordance with the provisions ofthe Articles of Association of the Company and beingeligible to offer himself for re-appointment.
The Board recommends his reappointment.
Mrs. Neha Anshu Goel (DIN 08290823), was appointedas Additional Non- Executive Non-Independent Directorof the company with effect from 22nd January, 2025.Subsequently, her appointment was regularized at theExtra Ordinary General Meeting held on 14th February,2025.
Mrs. Krina Gandhi (DIN: 09497322), tendered herresignation from the Board of Directors of the Companywith effect from 22nd January, 2025.
Mrs. Gandhi continues to serve as the Chief FinancialOfficer (CFO) of the Company.
The Directors on the Board have submitted notice ofinterest under Section 184(1) i.e., in Form MBP-1 anddeclaration as to compliance with the Code of Conductof the Company. All Independent Directors have alsogiven declarations that they meet the criteria ofindependence as laid down under Section 149(6) of theAct. Details of the proposal for appointment/re-appointment of Directors are mentioned in the Notice ofthe Annual General Meeting.
Your Company does not have any Subsidiaries, JointVentures and Associate Companies as at the end offinancial year 2024-25.
Eight Meetings of the Board of Directors were heldduring the financial year 2024-25:
S. No.
Date of Meeting
Directors
Present
1
06th May, 2024
6
2
22nd May, 2024
3
14th August, 2024
4
03rd September,2024
5
24th October, 2024
12th November, 2024
7
22nd January, 2025
8
24th January, 2025
The intervening gap between any two Meetings waswithin the period prescribed under the Companies Act,2013.
As stipulated by the Code of Independent Directorsunder the Companies Act, 2013; a separate meeting ofthe Independent Directors of the Company was held onJanuary 22, 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 of informationbetween the Management and the Board and its'Committees which is necessary to effectively andreasonably perform and discharge their duties.
S. No. Type of Meeting
Annual General Meeting(AGM)
28th September
2024
2 Extra Ordinary General
14th February 2025
Meeting (EOGM)
The Company has laid down a code of conduct for allBoard members and Senior Management andIndependent Directors of the Company. All the Boardmembers including Independent Directors and SeniorManagement Personnel have affirmed compliance withthe code of conduct.
Pursuant to the provisions of the Companies Act, 2013,the evaluation of all the directors and the Board as awhole was conducted based on the criteria andframework adopted by the Board. The performanceevaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of theNon-Independent Directors and Board as a whole wascarried out by the Independent Directors. The Directorsexpressed their satisfaction with the evaluation process.
As on March 31,2025, the Board had Four committees:the audit committee, the nomination and remunerationcommittee, the stakeholders' relationship committeeand the management committee. The committeesconsist of optimum number of independent directors asrequired under the Companies Act 2013 and the SEBI(LODR) Regulations, 2015.
The Board of Directors in its meetings held on May 18,2023, constituted an Audit Committee in complianceunder Section 177 of the Companies Act, 2013, readwith rule 6 of the Companies (Meetings of Board and itsPowers) Rules, 2014, with the following members:
S.
No.
DIN/
PAN
Name of theDirector/KMP
Category
No. ofmeetings
Rohan Kishore
8197194
Wekhande
(Independent
Director)
Amar Raykantiwar
Chairman
9438320
Anshu SubhashGoel
Member
8290775
(Non-Executive
*Company Secretary will act as the Secretary to theCommittee.
During the year under review, eight meetings of theAudit Committee were held on 06th May, 2024, 22ndMay, 2024, 14th August 2024, 03rd September, 2024,24th October, 2024, 12th November 2024, 22ndJanuary, 2025 and 24th January 2025.
The Board of Directors in its meetings held on May 18,2023, constituted a Nomination and RemunerationCommittee in compliance under Section 178 of theCompanies Act, 2013, read with rule 6 of the Companies(Meetings of Board and its Powers) Rules, 2014, with thefollowing members:
Anshu Subhash Goel
During the year under review, two meetings of theNomination and Remuneration Committee were held on06th May, 2024 and 24th October, 2024.
C. Composition of Stakeholders RelationshipCommittee
The Board of Directors in its meetings held on May 18,2023, constituted a Stakeholders RelationshipCommittee in compliance under Section 178 of theCompanies Act, 2013, read with rule 6 of the Companies(Meetings of Board and its Powers) Rules, 2014, with thefollowing members:
DIN/PAN
Anshu Subhash
Goel (Non¬Executive Director)
During the year under review, one meetings of theStakeholders Relationship Committee were held on22nd January, 2025.
D. Composition of Management Committee
The Board of Directors in its meetings held onSeptember 26, 2020, constituted a ManagementCommittee in compliance with the provision of Section179 of Companies Act, 2013.
Name of the
No. of
Director/KMP
Vedant Goel
meeti
ngs
8290832
(Managing Director)Anshu Subhash
During the year under review, Four meetings of theManagement Committee were held on 06th May, 2024,22nd May, 2024, 14th August 2024, 03rd September,2024, 24th October, 2024, 12th November 2024, 22ndJanuary, 2025 and 24th January 2025.
The Board has adopted policies and procedures forensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company'spolicies, safeguarding of its assets, prevention anddetection of fraud, error reporting mechanisms,accuracy and completeness of the accounting records,and timely preparation of reliable financial disclosures.
19. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS
Details of Loans, Guarantees and Investments coveredunder the provisions of Section 186 of the CompaniesAct, 2013 are given in the Notes to the FinancialStatements.
20. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered intoduring the Financial Year 2024-25 were on Arm's LengthBasis and were in the Ordinary Course of business.There were no materially significant Related Partytransactions made by the Company with Promoters,Directors, Key Managerial Personnel or other designatedpersons which may have a potential conflict with theinterest of the Company at large. Particulars of contractsor arrangements with related parties referred to inSection 188(1) of the Companies Act, 2013, in theprescribed Form AOC- 2, is appended as "Annexure A"to the Board report.
21. MATERIAL CHANGES AND COMMITMENTBETWEEN THE END OF FINANCIAL YEAR AND DATEOF THE BOARD REPORT
There were no Material Changes and CommitmentBetween the end of Financial Year and Date of the BoardReport.
22. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS/ OUTGO
The provisions of Section 134(3) (m) of the CompaniesACT, 2013 in respect of conservation of energy andtechnology absorption do not apply to the Company.Accordingly, these particulars have not been provided.There was no foreign exchange inflow or outflow.
None of the employee has received remunerationexceeding the limit as stated in Rule 5(2) of theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014. Disclosurepertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act, 2013 readwith rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014, aregiven in the "Annexure B" forming part of this report.
The policy on Directors' Appointment and Remunerationincluding criteria for determining qualifications, positiveattributes, independence of a director and other mattersprovided under sub- section (3) of Section 178 of theCompanies Act, 2013, adopted by the Board, is placedon website of the company atwww.alphalogicindustries.com.
In terms of Section 177(9) and Section 177(10) of the Actthe Board of Directors of the Company adopted aWhistle Blower Policy/Vigil Mechanism inter alia toprovide a mechanism for Directors and Employees ofthe Company to approach the Internal ComplaintCommittee and to report instances of unethicalbehavior, actual or suspected, fraud or violation of theCompany's Code of Conduct and other genuineconcerns related to the Company and provide foradequate safeguards against victimization of Director(s)or employee(s) who report genuine concerns under themechanism.
The Annual Return of your Company as on March 31,2025, in the Form MGT-7 in accordance with Section92(3) and 134(3)(9) of the Act as amended from time totime and the Companies (Management andAdministration) Rules, 2014 available on company'swebsite at www.alphalogicindustries.com.
Pursuant to Regulation 34 (2) (e) read with Para B ofSchedule V of the SEBI Listing Regulations, theManagement Discussion and Analysis Report forms partof this Report and is enclosed herewith as
"Annexure - C".
The Company has received necessary declaration fromeach independent director under Section 149(7) of theCompanies Act, 2013, that he/she meets the criteria ofindependence laid down in Section 149(6) of theCompanies Act, 2013 and Regulation 16(1)(b) and 25 ofSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
Pursuant to Section 134 (3) (n) of the Companies Act,2013, the Board of the Company has formed a RiskManagement Policy for the Company to identifyelements of risk and monitor the Risk and establishcontrol.
The Company has not developed and implemented anyCorporate Social Responsibility initiatives as the saidprovisions are not applicable to the Company.
The Board has Appointed M/s. Patki & Soman, CharteredAccountants, (FRN: 107830W) as Statutory auditor of thecompany to hold office until the conclusion of 6thAnnual General Meeting (AGM) of the Company.
The Company has received a certificate of eligibilityfrom the statutory auditors in accordance with theprovisions of Section 141 of the Act. Further, the notesreferred to by the Auditors in their Report are self¬explanatory and hence do not require any explanation.
The Company had appointed Mrs. Anuradha Acharya,Practicing Company Secretary, as a Secretarial Auditor ofthe Company, according to the provision of section 204of the Companies, Act 2013 read with rules forconducting Secretarial Audit of Company. The Report ofthe Secretarial Audit is annexed herewith as "AnnexureD".
The Internal Audit function provides an independentview to the Board of Directors, the Audit Committee andthe senior management on the quality and impact ofInternal Controls, Internal Control systems andprocesses. The Company has appointed Mr. AnandAcharya, Practicing Company Secretary, Raipur, as an
Internal Auditor of the company according to theprovision of section 138 of the Companies, Act 2013read with rule 13 of Companies (Accounts) Rules, 2014for conducting Internal Audit of Company for thefinancial year 2024-25. The Board and Audit Committeeperiodically reviews the Internal Audit Reports and theadequacy and effectiveness of the internal controls.Significant Audit observations, corrective and preventiveactions thereon are presented to the Board andCommittee on a quarterly basis.
34. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the statutory auditors hasnot reported to the Board, under Section 143 (12) of theCompanies Act, 2013, any instances of fraud committedagainst the Company by its officers or employees, thedetails of which would need to be mentioned in theBoard's report.
35. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed bythe regulator or courts or tribunals impacting the goingconcern status of the Company and future operations.
36. SECRETARIAL STANDARDS
The Directors state that the applicable secretarialstandards i.e., SS-1 and SS-2, relating to 'Meeting of theBoard of Directors' and 'General Meeting', respectively,have been duly followed by the Company.
37. INVESTOR EDUCATION AND PROTECTION FUND(IEPF)
During the year under review, the provision of section125(2) of Companies Act, 2013 does not apply as thecompany was not required to transfer any amount to theInvestor Education Protection Fund (IEPF) established byCentral Government of India.
38. DETAILS OF DIFFERENCES BETWEEN AMOUNTOF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONEWHILE TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THEREASONS THEREOF:
Your company had not made any one-time settlementwith any of its lenders.
39. DETAILS OF APPLICATIONS MADE OR ANYPROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE 2016:
There were no applications made during the financialyear 2024-25 by or against the company and there areno proceedings pending under the Insolvency andBankruptcy Code 2016.
40. DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 ("POSH Act") theCompany as a Policy with zero tolerance for anymisconduct related to sexual harassment of women atworkplace. During the year under review, there were nocomplaints received under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition andRedressal) Act, 2013.
Details of the number of complaints received, disposedand pending during the last three financial yearspertaining to the sexual harassment of women atworkplace are as under:
Financial
Number of
Year
complaints
received
complaints disposed
casespendingas on theend of theFinancialYear
2022-23
0
2023-24
2024-25
41. COMPLIANCE ON MATERNITY BENEFIT ACT,1961:
The Company has complied with the applicableprovisions of Maternity Benefit Act, 1961 for femaleemployees of the Bank with respect to leaves andmaternity benefits thereunder.
41. DISCLOSURES
Your Company has always believed in providing a safeand harassment free workplace for every individualworking in company's premises through variousinterventions and practices. The Company alwaysendeavors to create and provide an environment that isfree from discrimination and harassment includingsexual harassment and for this purpose the companyhas in place a robust policy, aiming to obtain thecomplaints, investigate and prevent any kind ofharassment of employees at all levels. For the currentfinancial year end, no complaint was received by thecompany.
42. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all ofthe employees of the Company for their stupendousefforts as well as their collective contribution during theyear. The Directors would also like to thank theshareholders, customers, suppliers, bankers and allother business associates and the Governmentauthorities for their continuous support given to theCompany and their confidence in the management.
By order of the Board of DirectorsFor Alphalogic Industries Limited
Vedant GoelManaging DirectorDIN:08290832
Montubhai GandhiDirector & CEODIN:07352079
Place: PuneDate: 30.08.2025