The Directors of your Company are pleased to present the 32nd Annual Report of the Company, together with the Annual Audited Standaloneand Consolidated financial statements for the Financial Year ended March 31,2025.
A summary of the financial performance of the Company, both on Standalone and Consolidated basis, for the Financial Year 2024-25 ascompared to the previous Financial Year is given below:
Particulars
FY 2024-25
FY 2023-24
Total income
12,724.99
12,719.95
Total expenses
8,898.25
8,687.79
Profit before tax
3,826.74
4,032.16
Tax expenses:
Current tax
505.00
775.00
Tax adjustment for earlier years
2.99
(2.99)
Deferred tax charge
33.54
80.26
Profit after tax (A)
3,285.21
3,179.89
Other comprehensive Income, net of tax
Item that will not to be reclassified to the statement of profit and loss
1.30
(37.20)
Less: Income tax expense on above
(0.32)
9.36
Other comprehensive Income for the year (B)
0.98
(27.84)
Total comprehensive Income for the year [A B]
3,286.19
3,152.05
Earnings per equity share (face value INR 10/- per share)Basic and Diluted (INR)
49.78
48.18
Opening balance of other comprehensive income
(650.64)
(622.80)
Add: Other comprehensive income for the year
Closing balance of other comprehensive income
(649.66)
Opening balance of retained earnings brought forward from previous year
39,718.54
37,462.65
Add: Profit for the year
Profit available for appropriation
43,003.75
40,642.54
Less: Appropriations
Dividend paid**
(2,112.00)
(924.00)
Closing balance of retained earnings
40,891.75
Note: Previous periods figures have been regrouped/rearranged wherever necessary.
**During the Financial Year2024-25, the Board of Directors of the Company had paid a final dividend of INR 8/- per equity share (pertainingto Financial Year ended March 31,2024) having face value of INR 10/- each. The same is approved by the shareholders of the Company intheir 31st Annual General Meeting held on September21,2024. The total cash outflow of INR 528.00 Lakhs.
During the Financial Year 2024-25, the Board of Directors of the Company had paid 1st and 2nd interim dividend of INR 12/- per equityshare, each, having face value of INR 10/- each for the year ended March 31,2025, at its Board meetings held on November 7,2024 andFebruary8,2025, respectively. The total cash outflow of INR 1,584.00 Lakhs.
48,410.09
51,905.09
37,432.32
39,628.34
10,977.77
12,276.75
Tax expenses
2,129.37
2,819.87
4.11
(8.34)
131.41
213.03
8,712.88
9,252.19
Other comprehensive income, net of tax
(48.31)
(56.86)
6.31
24.85
(42.00)
(32.01)
Total comprehensive income for the year [A B]
8,670.88
9,220.18
Profit for the year attributable to:
Owners of the Company
8,472.95
9,170.70
Non-controlling interest
239.93
81.49
Other comprehensive income attributable to:
(41.81)
(31.54)
(0.19)
(0.47)
128.38
138.95
Opening balance of Other comprehensive income
(2,439.63)
(2,408.09)
Less: Change in non-controlling interest
63.00
-
(2,418.44)
Opening balance of retained earnings brought forward from previous year:
75,067.66
68,335.05
83,540.61
77,505.75
Dividend paid
(2,112.05)
Change in non controlling interest
(1,266.66)
Dividend on CCPS
(227.57)
(230.09)
Transfer to special reserve
(1,335.11)
(1,284.00)
78,599.22
A. K. Capital Services Limited is a Flagship Company of the A. K. Group, and is registered with SEBI as a Category I Merchant Banker.
On a standalone basis, your Company earned total revenue of INR 12,724.99 Lakhs during the current Financial Year under review asagainst INR 12,719.95 Lakhs reported in the previous Financial Year. The profit before tax is INR 3,826.74 Lakhs for the currentFinancial Year as against INR 4,032.16 Lakhs during the previous Financial Year. After making provision for tax, the net profit of yourCompany is INR 3,285.21 Lakhs for the current Financial Year as against the net profit of INR 3,179.89 Lakhs in the previous FinancialYear.
The consolidated total revenue of your Company stood at INR 48,410.09 Lakhs for the current Financial Year, as against INR 51,905.09Lakhs for the previous Financial Year. The consolidated profit before tax is INR 10,977.77 Lakhs for the current Financial Year asagainst INR 12,276.75 Lakhs for the previous Financial Year. After making provision for tax, the consolidated net profit of your Companyis INR 8,712.88 Lakhs for the current Financial Year as against INR 9,252.19 Lakhs for the previous Financial Year.
During the year, the Company has made an application to SEBI to surrender its Investor Advisor license. In view of the same, SEBI andBSE Administration & Supervision Ltd. (BASL) have approved the application for Surrender of Certificate of Registration as InvestmentAdviser vide email dated July 22, 2024.
As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance ofsubsidiaries, and their contribution to the overall performance of the Company in Form AOC-1 is given at Note No. 50(b) to theConsolidated Financial Statements forming part of the Annual Report.
In accordance with provisions of Section 136 of Companies Act, 2013, the separate audited financial statements of each subsidiarycompany is also available on the website of your Company at https://www.akgroup.co.in/.
Standalone financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under Section133 of the Companies Act, 2013, read with The Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
The financial statements have been prepared in accordance with the Ind AS under the historical cost convention on the accrual basisexcept for certain financial instruments which are measured at fair values and based on the accounting principle of a going concern inaccordance with Generally Accepted Accounting Principles (“GAAP”). Accounting policies have been consistently applied exceptwhere a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in theaccounting policy hitherto in use. The Financial Statements are presented in Lakhs or decimal thereof.
The financial statements have been presented in accordance with Schedule III-Division III General Instructions for Preparation offinancial statements of a Non-Banking Financial Company (NBFC) that is required to comply with Ind AS.
The Board of Directors has declared total Interim Dividend of 240% i.e. INR 24/- per equity share on each fully paid up 66,00,000 equityshares of INR 10/- each of the Company amounting to INR 1,584 Lakhs for the Financial Year ending March 31,2025.
The Board has recommended a Final Dividend of 140% i.e. INR 14/- per equity share of INR 10/- each for Financial Year 2024-25.
The payment of the final dividend is subject to the approval of the members at the ensuing Annual General Meeting and shall be paid tothose members whose names appear in the Register of Members as on Friday, August 22, 2025. The Register of Members and ShareTransfer Books will remain closed from Saturday, August 23, 2025 to Saturday, August 30, 2025 (both days inclusive). The amount offinal dividend on Equity Shares thereon aggregates to INR 924 Lakhs.
The total dividend (interim and final) declared/ recommended by the Board for Financial Year 2024-25, is INR 38/- per equity shares ofINR 10/- each fully paid up.
During the year under review, the Company has not transferred any amount to the General Reserves.
No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, as theCompany has not accepted any deposit during the year under review.
Particulars of Investments and Guarantees as required under the provisions of Section 186 of the Companies Act, 2013 are given inNote No. 5 & 44 of the Notes to the standalone financial statements.
During the year under review the Company has not issued shares with differential voting rights nor granted stock options nor sweatequity.
Pursuant to the requirements under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors’ ResponsibilityStatement, your Directors confirm that they have:
a) Followed the applicable accounting standards in preparation of the annual financial statements for the Financial Year 2024-25;
b) Have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Companyfor the Financial Year 2024-25 ended on that date;
c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, ifany;
d) Prepared the annual accounts on a ‘going concern basis’;
e) Laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate andare operating effectively; and
f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that the systems are adequate and areoperating effectively.
Your Company has put in place adequate internal financial controls with reference to the Financial Statements. Internal FinancialControl has been assessed during the year taking into consideration the essential components of internal controls stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants ofIndia (ICAI).
M/s. JMR & Associates, Practicing Chartered Accountants Firm have assessed the Internal Financial controls on the basis of internalprocesses having an effect on the financial statements of the Company.
In addition, on assessing the controls of its operating processes, the Company level controls have also been assessed with respect tothe existing policy and procedures of the Company. Based on the results of such assessments carried out by the management with theassistance of M/s. JMR & Associates, Practicing Chartered Accountants Firm, no reportable material weakness or significant deficiencyin the design or operation of internal financial controls was observed.
Also, the statutory auditors of the Company, viz. M/s. PYS & Co., LLP, Chartered Accountants have also verified the Internal FinancialControls systems over financial reporting and have opined that such internal financial controls over financial reporting were operatingeffectively as at March 31,2025, based on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reportingissued by the Institute of Chartered Accountants of India.
Annexure B to the Independent Auditor’s Report provides a report on the Internal Financial Controls over the financial reporting ofA. K. Capital Services Limited as of March 31,2025.
During the Financial Year under review, no material or serious observations have been highlighted for inefficiency or inadequacy of suchcontrols.
As a diversified enterprise, your Company continues to focus on a system-based approach to business risk management. Themanagement of risk is embedded in the corporate strategies that best match organizational capability with market opportunities,focusing on building distributed leadership and succession planning processes, nurturing specialism and enhancing organizationalcapabilities. Accordingly, management of risk has always been an integral part of the Company’s Strategy.
The Company has adequate internal control systems to commensurate with the nature of business and size of operations for ensuring:
i. orderly and efficient conduct of business, including adherence to Company’s policies and procedures;
ii. safeguarding of all our assets against loss from unauthorized use or disposal;
iii. prevention and detection of frauds and errors;
iv. accuracy and completeness of accounting records;
v. timely preparation of reliable financial information; and
vi. compliance with applicable laws and regulations.
The policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly aswell as provides for adequate checks and balances.
Adherence to these processes is ensured through frequent internal audits. The internal control system is supplemented by an extensiveprogram of internal audit and reviews by the senior management. To ensure independence, the internal audit function has a reportingline to the Audit Committee of the Board.
The Audit Committee of the Board reviews the performance of the audit and the adequacy of internal control systems and compliancewith regulatory guidelines. The Audit Committee of Board provides necessary oversight and directions to the internal audit function andperiodically reviews the findings and ensures corrective measures are taken. This system enables us to achieve efficiency andeffectiveness of operations, reliability and completeness of financial and management information and compliance with applicable lawsand regulations.
All contracts/ arrangements/ transactions entered into by the Company during the Financial Year 2024-25 with related parties were incompliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.
The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year2024-25, as envisaged in Regulation 23(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further,the Audit Committee had given prior omnibus approval under Section 177 of the Companies Act, 2013 read with Rule 6(A) of TheCompanies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, for related party transactions that are foreseen and of repetitive nature during the period underreview and the required disclosures are made to the Audit Committee and Board on quarterly basis.
The Company also secures omnibus approval from the Audit Committee for transaction up to INR 1 Crore with related party where theneed for Related Party Transaction cannot be foreseen and adequate details are not available.
All related party transactions that were entered during the Financial Year ended March 31,2025 were on an arm’s length basis and werein the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
Further pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companyhas also obtained the prior approval of the shareholders for the material related party transactions entered into by the Company and itssubsidiaries on one hand with A. K. Capital Finance Limited and A. K. Services Private Limited respectively.
The details of material related party transaction entered into by the Company during the Financial Year 2024-25 are enumerated inForm AOC-2 as annexed in Annexure - 4 under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of The Companies(Accounts) Rules, 2014. In addition to above, the disclosure of transactions with related party for the year, as per Indian AccountingStandard-24 (IND AS-24), Related Party Disclosures is given in Note No. 31 of the Notes to the Standalone Financial Statementssection of the Annual Report.
The Company has in place, a Board approved Policy on Materiality and Dealing with Related Party Transactions, which is available onthe website of the Company at:
https://www.akgroup.co.in/docs/Policv%20on%20materialitv%20and%20dealing%20with%20Related%20Partv%20Transactions AKCSL-08.02.2025%20FINAL.PDF
There was no material change and commitment affecting the financial position of your Company between the end of the Financial Year2024-25 and the date of this report, which could have an impact on your Company’s operation in the future or its status as a “GoingConcern”.
Your Company has obtained ratings from CARE Ratings Limited (CARE) for the Company’s Commercial Papers and from AcuiteRatings & Research Limited for long-term instruments.
Rating Agency
Rating
Instruments
Rating Action
Date
CARE A1
CARE Ratings Limited
(A One Plus)
Commercial Paper
Reaffirmed
July 30, 2024
Acuite Ratings &Research Limited
ACUITE AA- (ACUITE
Long Term
Double A Minus)
Instruments / Bank
Assigned/Reaffirmed
September 25, 2024
(Outlook: Stable)
Loan
M/s. PYS & Co. LLP, Chartered Accountants (Firm Registration - 012388S/S200048), were re-appointed in the 29th Annual GeneralMeeting of the Company held on September 17, 2022 as Statutory Auditors of the Company to hold office for a term of 5 Five years untilthe conclusion of the 34th Annual General Meeting to be held in 2027.
Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the Company at their respective meetingsheld on May 23, 2025, have approved & recommended for approval of Members, appointment of M/s. Ragini Chokshi & Co., PracticingCompany Secretaries (Firm Registration No. P1988MH090600) as Secretarial Auditors of the Company for a first term of 5 (Five)consecutive years from the FY 2025-26 till FY 2029-30.
The Statutory Auditors’ Report forms part of the Annual Report. There were no qualifications, reservations, adverse remarks ordisclaimers in the Report of the Statutory Auditors of the Company.
Further, the Secretarial Auditors’ Report also forms part of the Annual Report. There were no qualifications, reservations, adverseremarks or disclaimers in the Report of the Secretarial Auditors of the Company.
During the year under review, the Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Boardof Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
The Company is not required to maintain Cost Records as specified by the Central Government under Section 148(1) of theCompanies Act, 2013.
As on March 31,2025, your Company has following subsidiaries:
Sr. No. Name of the subsidiaries
i. A. K. Capital Finance Limited
ii. A. K. Stockmart Private Limited
iii. A. K. Wealth Management Private Limited
iv. A. K. Capital Corporation Private Limited
v. A. K. Capital (Singapore) Pte. Ltd.
vi. Family Home Finance Private Limited (Step-down subsidiary)
vii. A. K. Alternative Asset Managers Private Limited (Step-down subsidiary)
Pursuant to the provisions of Regulation 16(1)(c )of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015, including amendments thereto, the Company has two material subsidiaries namely, A. K. Capital Finance Limited andA. K. Stockmart Private Limited during the Financial Year 2024-25.
The Policy for determining the material subsidiaries has been formulated and adopted by the Board. The Policy may be accessed onthe website at link:
https://www.akgroup.co.in/docs/Policv%20for%20Determining%20Material%20Subsidiaries%2008.02.2025%20Final.PDF
All the material subsidiaries of the Company had undertaken Secretarial Audit for Financial Year 2024-25 pursuant to Section 204 ofthe Act and the said report forms part of such subsidiaries’ respective annual reports. The Secretarial Audit Report of unlisted MaterialSubsidiary Company, viz. A. K. Stockmart Private Limited is attached as Annexure - 3 to this report pursuant to Regulation 24A of theListing Regulations.
As on March 31, 2025, the Board of Directors of your Company comprised of Seven Directors of which Three are ExecutiveDirectors, One Woman Non-Executive Non-Independent Director and Three are Non-Executive Independent Directors. TheChairman of the Board is Non-Executive Independent Director.
The composition of the Board is in consonance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, and in accordance with the applicable provisions of the Companies Act, 2013, as amended from time to time.
The details of the board composition are provided in 'Corporate Governance Report' forming part of the Annual Report.
In accordance with the Articles of Association of the Company and the provisions of the Section 152 of the Companies Act, 2013,Mr. Vikas Jain (DIN: 07887754), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself forre-appointment.
The requisite agenda for re-appointment of Mr. Vikas Jain (DIN: 07887754) is incorporated in the notice of ensuing Annual GeneralMeeting.
The Members of the Company at their 31st Annual General Meeting held on September 21,2024 had appointed Mr. Ashish Vyas(DIN: 10264901) as the Independent Director of the Company for a period of 3 year commencing from August 5, 2024 toAugust 4, 2027.
Based on recommendation of the Nomination and Remuneration Committee of the Board and Board of Directors of the Company,the shareholders vide postal ballot concluded on April 10, 2025, approved the re-appointment of Mr. A. K. Mittal (DIN: 00698377)as the Managing Director of the Company with effect from April 1,2025 for a further period of 5 years i.e. upto March 31,2030 (bothdays inclusive), who shall be liable to retire by rotation.
The following persons are the Whole-time Key Managerial Personnel’s of the Company as per the provisions of Section 203 of theCompanies Act, 2013 as on March 31,2025:
Mr. A. K. Mittal - Managing Director
Mr. Ashish Agarwal - Whole-time Director
Mr. Vikas Jain* - Whole-time Director
Mr. Mahesh Bhootra - Chief Financial Officer
Mr. Tejas Dawda - Company Secretary and Compliance Officer
* Re-designated as Non-Executive Director w.e.f. May23,2025.
Mr. Tejas Dawda tendered his resignation as Company Secretary and Compliance Officer of the Company w.e.f. July 12, 2025 andsubsequently, Mr. Subodh More has been appointed as Company Secretary and Compliance Officer of the Company w.e.f.July 12, 2025.
The Company has received necessary declarations from all the Independent Directors of the Company confirming that they fulfill thecriteria of Independence prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and that they have complied with the Code of Conduct for IndependentDirectors as specified in Schedule IV to the Act.
Further, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) forrecording their names and other requisite details in the Databank of Independent Directors maintained with IICA.
In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014,Mr. Rajiv Bakshi (DIN: 00264007), Independent Director on the Board of the Company is exempted from appearing in the onlineproficiency self-assessment test conducted by the IICA.
Further, Mr. Vinod Kumar Kathuria (DIN: 06662559) and Mr. Ashish Vyas (DIN: 10264901) have duly cleared the online proficiencyself-assessment test conducted by the IICA. The Board is of the opinion that Independent Directors of the Company hold higheststandards of integrity and possess requisite qualifications, expertise & experience.
Based on the written representations as received from the Directors of the Company, none of the Directors of the Company isdisqualified to act as a director as on March 31,2025.
M/s. Ragini Chokshi & Co, Practicing Company Secretaries and Secretarial Auditor of the Company, have also certified that none of theDirectors of the Company have been debarred or disqualified from being appointed or continuing as director of the Company by SEBIor Ministry of Corporate Affairs or any such other statutory authority. The certificate received from Secretarial Auditor to this effect formsAnnexure - 6 to this Board’s Report.
With the objective of enhancing the effectiveness of the Board, the Nomination and Remuneration Committee formulated themethodology and criteria to evaluate the performance of the Board, its Committee, and each Director.
The evaluation of the performance of the Board, Committees and each Director is based on the approved criteria laid down in theNomination and Remuneration Policy of the Company.
The Independent Directors also held a separate meeting to review the performance of the non-independent Directors, the Chairman ofthe Company, the overall performance of the Board along with its Committees.
The details of performance evaluation conducted during the Financial Year 2024-25 is provided in ‘Corporate Governance Report’forming part of the Annual Report.
Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and otherbusinesses. During the year under review, the Board met Four times. The details of the Board Meetings and the attendance of theDirectors at the meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximuminterval between any two meetings did not exceed 120 days.
The Board of Directors has four Mandatory Committees, viz.
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders’ Relationship Committee
iv. Corporate Social Responsibility Committee
The details of all the Mandatory Committees along with their Composition, Terms of Reference and Meetings held during the yearare provided in ‘Corporate Governance Report’ forming part of the Annual Report.
In addition to the above referred Mandatory Committees, the Board has also formed the following Committees of the Board anddelegated powers and responsibilities with respect to specific purposes:
i. Banking and Investment Committee
ii. Management Committee
Details of Non-Mandatory Committees as mentioned above along with their Composition and Terms of Reference are provided in‘Corporate Governance Report’ forming part of the Annual Report.
The Company’s policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes,independence of a Director and other matters provided under Section 178(3) of the Act is mentioned and elaborated in the Nominationand Remuneration Policy.
The Nomination and Remuneration Policy is attached as Annexure - 1 to this Report.
In accordance with the requirements of the provisions of Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. TheComposition and Terms of Reference of the CSR Committee is provided in the Corporate Governance Report forming part of thisAnnual Report.
The Company has also formulated a CSR Policy which is available on the website of the Company athttps://www.akgroup.co.in/docs/C0RP0RATE%20S0CIAL%20RESP0NSIBILITY%20P0LICY-2025.pdf
The details of CSR activities undertaken during the Financial Year 2024-25 by the Company is attached as Annexure - 2 and forms anintegral part of this Report.
Pursuant to Section 177(9) of the Companies Act, 2013 and the rules made thereunder and as per Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Whistle Blower Policy ('Vigil Mechanism')for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/or misconduct involving thedirectors and employees. The Policy may be accessed on the Company’s website at the link:https://www.akgroup.co.in/docs/Vigil%20mechanism%20WhistleBlower%20policv.pdfThere was no instance of any such reporting received during the year under review.
The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace at grouplevel and has duly constituted an Internal Complaints Committee (ICC) in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy has been widelycommunicated internally and is placed on the Company’s website.
Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.
The details of Complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,are as below:
Sr. No.
Details
1
Sexual Harassment Complaints received
NIL
2
Sexual Harassment Complaints disposed off
3
Number of Sexual Harassment Complaints pending beyond 90 days
The Annual Report for the calendar year 2024 prepared by the Internal Complaints Committee of the Company as per the provisions ofSection 21 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 was duly submitted to The DistrictOfficer-Women and Child Development located at Chembur.
The Company complies with respect to the provisions of Maternity Benefit Act, 1961. Also, the company remains committed tosupporting the rights and welfare of women employees in accordance with applicable labour laws.
The Report on Management Discussion and Analysis for the year under review as required under Regulation 34(2) of the ListingRegulations is set out separately and forms part of this Annual Report.
A Report on Corporate Governance as stipulated under Regulations 17 to 27 and Para C, D, and E of Schedule V of the ListingRegulations, as amended from time to time, is set out separately and forms part of this Report. The Company has been in compliancewith all the norms of Corporate Governance as stipulated in Regulations 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and Para C,D, and E of Schedule V of the Listing Regulations, as amended from time to time.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointedM/s. Ragini Chokshi & Co, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of the Company for FinancialYear ended March 31,2025. The Company provided all the reasonable assistance and essential facilities to the Secretarial Auditors forconducting their audit.
The Secretarial Audit Report is appended as Annexure - 3 to this Report.
There is no qualification, reservation, adverse remark or disclaimer made by the Auditor in their Report.
In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained, from theSecretarial Auditors of the Company an Annual Secretarial Compliance Report. The copy of Secretarial Compliance Certificate for thefinancial year ended March 31,2025 is available on the Website of the Company at the below link:
https://www.akgroup.co.in/docs/Annual%20Secretarial%20Compliance%20Report signed.pdf
There is no qualification, reservation, adverse remark or disclaimer made by the Auditor in the Secretarial Compliance Certificate.
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status andCompany’s operation in future during the Financial Year 2024-25.
The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternatesources of energy and investments for energy conservation, wherever required have been taken. The Company makes all effortstowards conservation of energy, protection of environment and ensuring safety.
The Company recognizes the significance of robust IT infrastructure in the current era, where it is crucial to offer clients faster and moreefficient services. Towards this end, the Company makes a sizeable investment each year to ensure adoption of best technologies thatcan streamline operations, brings in efficiency and enable to provide better customer service to make the Company more competitivein the market.
Your Company has no foreign exchange earnings and outgo during the Financial Year 2024-25.
The brief details of recognition, awards and accolades are provided in the Management Discussion and Analysis Report, which formspart of this Annual Report.
The Equity Shares of the Company are compulsorily traded in electronic form. As on March 31,2025, out of the Company’s total paid-up Equity Share Capital comprising of 66,00,000 Equity Shares, 65,86,887 Equity Shares (constituting 99.80% of the paid-up sharecapital) have been dematerialized.
As per SEBI notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities is not processed from April 1,2019 unless thesecurities are held in the dematerialised form with the depositories.
Further, with effect from January 24, 2022, transmission or transposition of securities held in physical or dematerialised form is alsoeffected only in dematerialised form.
Therefore, Members holding securities in physical form are requested to take necessary action to dematerialize their holdings.
In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting,Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to theIEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by theshareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.
The information pertaining to unclaimed and un-encashed dividends for last seven years and the details of such members whoseunclaimed dividend / shares have been transferred to IEPF Authority is also available on the Company’s website www.akgroup.co.in
During the year, the Company has transferred the unclaimed and un-encashed dividends for the financial year 2016-17 ofINR 2,62,266/- (Indian Rupees Two Lakhs Sixty Two Thousand Two Hundred and Sixty Six only) to IEPF Authority. Further, theunclaimed and un-encashed dividends for the financial year 2017-18 of INR 2,45,076/- (Indian Rupees Two Lakhs Forty FiveThousand and Seventy Six Only) is due for transfer to IEPF Authority in October 2025.
The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) on Meetings of theBoard of Directors (SS-1) and General Meeting (SS-2) including relaxation provided therein.
A weblink of Annual Return for the Financial Year ended March 31,2025, in Form MGT - 7 as required under Section 92 (3) of the Actread with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at thelink: https://www.akgroup.co.in/docs/FORM%20MGT-7 FY%202024-25.pdf
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, areprovided in the Annual Report and is attached as Annexure - 5 and forms an integral part of this Report.
Information as required in terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by the Members at theRegistered Office of the Company between 2 p.m. to 4 p.m. on any working day (Monday to Friday) up to the date of 32nd AnnualGeneral Meeting of the Company. Any member who is interested in obtaining such information may write to the Company Secretaryand the same will be furnished on such request.
Further, the following are the number of employees as on the closure of Financial Year:
Female
17
Male
71
Transgender
0
Total
88
As on March 31,2025, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
There is no one-time settlement done with bank or any financial institution.
The statement in the Directors’ Report and the Management Discussion and Analysis Report describing the Company’s objectives,expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. These risks and uncertainties include the effect of economic and politicalconditions in India, volatility in interest rates, new regulations and Government policies that may impact the Company’s business as wellas its ability to implement the strategy. The Company does not undertake to update these statements.
Your Directors wish to place on record their deep and sincere gratitude for the valuable guidance and support received from theDepository Participants, Government Authorities, Regulators, Stock Exchanges, Bankers of the Company, Auditors of the Company,Other Statutory Bodies, Clients, Consultants, Advisors, Registrar & Share Transfer Agent, Financial Institutions and Business Partners.Your Directors would also like to take this opportunity to express their gratitude to the Members of the Company for their trust andsupport. The Board also wishes to thank the employees of the Company and its subsidiaries at all levels for the dedicated servicesrendered by them. Your Directors look forward to your continuing support.
Place: MumbaiDate: August 7, 2025