The Board of Directors are pleased to present the Company 31st Annual Report and the Company'saudited financial statements for the financial year ended March 31, 2025.
The operating results of the Company for the year ended March 31, 2025 are as follow:
Particulars
Year ended 31st March2025
Year ended 31stMarch 2024
Revenue from Operations
57007.49
34120.30
Profit before tax from continuing operations
1588.94
1644.61
Tax Expenses (Including Deferred Tax)
385.42
499.35
Profit after Tax
1204.50
1145.26
Total Income for the year
There are no transfers to any specific reserves during the year.
During the year under review, your Company achieved total revenue from operations of Rs. 57007.49Lakhs (previous year Rs. 34120.30 Lakhs).
The profit after tax (including other comprehensive income) is at Rs. 1204.50 Lakhs (previous year Rs.1145.26 Lakhs).
Authorised Share Capital: The Authorised Share Capital of the Company is Rs. 52,00,00,000 divided into 5,20,00,000 Equity Shares of Rs. 10/- each.
Issued Subscribed and Paid-up Share Capital: The Issued Subscribed and Paid-up Share Capital of theCompany is Rs. 46,66,00,000 divided in to 4,66,60,000 Equity Shares of Rs. 10/- each.
During the year the following changes have taken place in the Issued Subscribed and Paid-up ShareCapital of the Company:
> In the Board Meeting held on May 09, 2024 the Board of Directors of the Company hadapproved the allotment of 30,80,000 Equity Shares of Rs. 10/- each issued at a premium ofRs.35.50/- to Non-Promoters on a preferential basis.
> Allotment of 1,95,00,000 and 30,00,000 equity shares due to Conversion of Equity Warrants ofRs. 10/- each issued at a premium of Rs.16/- to Promoter, Promoter Group and Non-Promoterson a preferential basis respectively on November 02, 2024 and November 13, 2024.
The equity shares of the Company were migrated & admitted to dealings on the Mainboard Platformin the list of 'B' Group with effect from Thursday, October 03, 2024.
Your directors do not recommend any divided for the financial year ended March 31, 2025.
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidatedFinancial Statement is part of the Annual Report.
There is no change in the nature of business of the Company.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section125 of the Companies Act, 2013.
The information pertaining to conservation of energy, technology absorption, foreign exchangeearnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3)of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director's Report.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions are systematically addressedalso discussed at the meetings of the Risk Management Committee and the Board of Directors of theCompany. The Company has constituted Risk Management Committee and its risk management policyis available on the website of the Company.
The Company's internal controls system has been established on values of integrity and operationalexcellence and it supports the vision of the Company "To be the most sustainable and competitiveCompany in our industry". The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors and their significant audit observations and follow up actionsthereon are reported to the Audit Committee.
During the year under review, your Company has not made any investment, given any loan orguarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules madethereunder.
All the related party transactions are entered on arm's length basis, in the ordinary course of businessand are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015. There are no materially significant relatedparty transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc.which may have potential conflict with the interest of the Company at large or which warrants theapproval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Actread with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company's financialstatements (note 27) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approvalis obtained for the transactions which are foreseen and repetitive in nature.
The Company has zero tolerance towards sexual harassment at the workplace and towards this end,has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent,contractual, temporary, trainees) are covered under the said policy.
The Company has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 which redresses complaints received on sexual harassment.
During the financial year under review:
a) Number of complaints filed during the financial year: NIL
b) Number of complaints disposed of during the financial year: NIL
c) Number of complaints pending as on end of the financial year: NIL
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for AnnualReturn Financial Year 2024-25 https: / / www.alacritysec.com/annual-reports.php
During the financial year, the Board met 10 times on 22/05/2024, 05/09/2024, 02/11/2024, 12/11/2024,13/11/2024, 10/01/2025, 01/02/2025, 12/02/2025,21/03/2025 & 24/03/2025.
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company herebyconfirm:
• That in the preparation of the annual accounts, the applicable accounting standards have beenfollowed and there has been no material departure.
• That the selected accounting policies were applied consistently and the Directors made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March, 2025, and that of the profit of the Company for the year ended on thatdate.
• That proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.
• That the annual accounts have been prepared on a going concern basis.
• The Board has laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
• The directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
• In the Board Meeting held on May 09, 2024 the Board of Directors of the Company hadapproved the allotment of 30,80,000 Equity Shares of Rs. 10/- each issued at a premium ofRs.35.50/- to Non-Promoters on a preferential basis.
• Allotment of 1,95,00,000 and 30,00,000 equity shares due to Conversion of Equity Warrants ofRs. 10/- each issued at a premium of Rs.16/- to Promoter, Promoter Group and Non-Promoterson a preferential basis respectively on November 02, 2024 and November 13, 2024.
The information required under section 197 of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to thisreport. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, astatement showing the names and other particulars of employees drawing remuneration in excess ofthe limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company's website. www.alacritysec.com.
Pooja Ashutosh Gupta is liable to retire by rotation in this ensuing Annual General Meeting and beingeligible he has offered herself for reappointment. Your directors recommend her re-appointment.Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitteddeclarations that each of them meets the criteria of independence as provided in Section 149(6) of theAct along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of theCompany.
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection,Appointment and Remuneration of Directors which inter-alia requires that composition andremuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and seniormanagement employees and the Directors appointed shall be of high integrity with relevant expertiseand experience so as to have diverse Board and the Policy also lays down the positive attributes/criteriawhile recommending the candidature for the appointment as Director.
The Independent Directors have submitted their disclosures to the Board that they fulfil all therequirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves tobe appointed as Independent Directors under the provisions of the Companies Act, 2013 and therelevant rules.
The Members of the Company in the Annual General Meeting held on 30th September 2022appointment of M/s. CLB & Associates Chartered Accountants (FRN 124305W) as Statutory Auditor ofyour company for a period of 5 years from the conclusion of this Annual General Meeting till theconclusion of the Annual General Meeting to be held in the year 2027.
M/s HP Bhalekar & Associates Chartered Accountants, were appointed as internal auditors by theBoard for the financial year 2024-25 and who have issued their reports on quarterly basis.
The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors ofthe Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue SecretarialAudit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act,2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.
The Secretarial Audit Report for the FY 2024-25 is annexed herewith and forms part of this report asAnnexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act,2013 was not applicable for the business activities carried out by the Company for the FY 2024-25.Accordingly, such accounts and records are not made and maintained by the Company for the saidperiod.
28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANYSECRETARY IN THEIR REPORTS
The secretarial auditor of the company has made the following Qualifications
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapseof statutory time period. However, necessary additional fees have been remitted for such delay.
Board Reply
The e-forms were filed with necessary additional fees.
Apart from the above there are no qualifications, reservations or adverse remarks or disclaimers madeby the auditors and the practicing company secretary in their reports.
The Management's Discussion and Analysis Report for the year under review, as stipulated underregulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is annexed to this Annual Report as Annexure E.
The Company does don't have any Holding, Subsidiary, Joint Ventures and Associate Companies as onMarch 31, 2025.
During the period under review, neither any application under Corporate Insolvency ResolutionProcess was initiated nor any pending under the Insolvency and Bankruptcy Code, 2016
32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROMTHE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the period under review, no such settlement took place.
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed bythe employees and other Directors. The Company has also provided adequate safeguards againstvictimisation of employees and Directors who express their concerns.
The Vigil Mechanism Policy is available at the website of the Company: www.alacritysec.com.
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employees to theAudit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, theperformance evaluation of the Board and its Committees were carried out during the year under review.
There are no material changes and commitments affecting the financial position of the Companyoccurred during the financial year.
37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future.
A separate meeting of the independent directors ("Annual ID Meeting") was convened on March 21,2025, which reviewed the performance of the Board (as a whole), the Non-Independent Directors andthe Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directorswas discussed by the Chairperson with the Board covering performance of the Board as a whole,performance of the Non-Independent Directors and performance of the Board Chairman. AllIndependent Directors have given declarations that they meet the criteria of independence as laid downunder Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status ofIndependence. As required under Section 149(7) of the Companies Act, 2013.
On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the termsof appointment, duties, responsibilities and expected time commitments. Each newly appointedIndependent Director is taken through an induction and familiarization program including thepresentation and interactive session with the Committee Members and other Functional Heads on theCompany's finance and other important aspects.
Your company will continue to uphold the true spirit of Corporate Governance and implement the bestgovernance practices. A report on Corporate Governance pursuant to the provisions of CorporateGovernance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is enclosed as Annexure F. The complete details of the various board committees arealso provided therein along with Secretarial Auditors' Certificate regarding compliance of conditionsof corporate governance.
The Company does not have any Employees Stock Option Scheme in force and hence particulars arenot furnished, as the same are not applicable. No proceedings against the Company are initiated orpending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount ofthe valuation done at the time of one-time settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof - Not Applicable.
The Company seeks to promote highest levels of ethical standards in the normal business transactionsguided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 mandates formulation of certain policies for listed companies. The Policies are reviewedperiodically by the Board and are updated based on the need and compliance as per the applicable lawsand rules and as amended from time to time. The policies are available on the website of the Company.
Your Directors hereby confirm that the Company has complied with the necessary provisions of therevised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
Your Company firmly believes that its success, the marketplace and a good reputation are among theprimary determinants of value to the shareholder. The organisational vision is founded on the principlesof good governance and delivering leading-edge products backed with dependable after sales services.Following the vision your Company is committed to creating and maximising long-term value forshareholders.
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are notapplicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover lessthan rupees One Thousand Crore and Net Profit less than rupees Five Crore.
The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance withSection 135 of the Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy)Rules, 2014.
As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies CorporateSocial Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company hasspent towards CSR activities, details of which are provided in attached Annexure G to Director'sReport.
Your directors take this opportunity to express their sincere appreciation and gratitude for thecontinued co-operation extended by shareholders, employees, customers, banks, suppliers and otherbusiness associates.
For Alacrity Securities Limited
Sd/-
Kishore Vithaldas ShahWholetime Director & CFODIN 01975061Date: September 05, 2025Place: Mumbai