Your Directors have pleasure in presenting the 32nd Annual Report of your Company together with theAudited Statements of Accounts for the year ended March 31, 2026:
Particulars
Standalone
Consolidated
Year Ended31.03.2026
Year Ended31.03.2025
Revenue from Operations
250.21
-
Other Income
6.27
0.57
6.76
Total Revenue
250.78
Cost of Raw MaterialsConsumed
136.48
Purchase of Stocks in Trade
Changes in inventories ofFinished Goods and Workin Progress
Employee BenefitsExpenses
19.45
2.20
Finance Costs
Depreciation andAmortization
Other Expenses
76.47
48.65
76.58
48.84
Total Expenses
232.40
50.85
232.51
51.04
Profit/(Loss) before tax
17.81
(44.58)
18.27
(44.28)
Exceptional Items
Tax Expense
Net Profit/ (Loss) after tax
Other ComprehensiveIncome/(Expenses)
Total Comprehensive
Income for the year
For the financial year ended March 31, 2026, your Company has reported Net profit of ^ 17.81 Lakhs ascompared to previous financial year 2024-25 Net Loss of ^ 44.58 Lakhs.
For the financial year ended March 31, 2026, your Company has reported consolidated Net Profit of ^18.27 Lakhs as compared to previous financial year 2024-25 Net Loss of ^ 44.28 Lakhs.
The Company was previously engaged in the textile business. Pursuant to the approval of the resolutionplan by the Hon'ble National Company Law Tribunal (NCLT) vide order dated 07th February 2025, theCompany proposed a change in its object clause to diversify into the agriculture sector. The revisedobject clause was subsequently approved by the Registrar of Companies (ROC) on 25th March 2026.
Accordingly, the Company is presently engaged in the processing and trading of food grains, includingnon-basmati rice, wheat, and pulses. The extensive experience of the management continues to play avital role in ensuring high standards in sourcing, processing, and distribution.
As on date, the Company has developed a wide distribution network across India, enabling it toeffectively cater to diverse markets. In light of the expanding opportunities in the agriculture sector andfavorable market conditions, the Company is well-positioned to leverage its capabilities and strengthenits presence in the food grains segment while pursuing sustainable growth.
The Board of Directors is pleased to recommend a dividend of ^0.04 per equity share of Re. 1/- (RupeeOne Only) each for the financial year, subject to the approval of the shareholders at the ensuing 32ndAnnual General Meeting.
During the financial year under review, the Authorized Share Capital of the Company stood atRs. 100,00,00,000/- (Rupees One Hundred Crore only) comprising of 100,00,00,000 Equity Shares ofRe. 1/- each.
The paid-up Equity Share Capital as on March 31, 2026 was Rs. 50,00,000 (Rupees Fifty lacs).
As on March 31, 2025, the paid-up capital of the company was Rs. 50,00,00,000 (Rupees Fifty CroresOnly) divided into 50,00,00,000 (Fifty Crores) equity shares of Re. 1/- (Rupee One Only) each. Pursuantto the order passed by Hon'ble NCLT, Mumbai Bench dated 07th February, 2025, the entire shareholdingof promoter and promoter group stand extinguished and the shareholding of public was reduced to2,50,000 shares of Re. 1/- (Rupee One Only) each aggregating to Rs. 2,50,000/- (Rupees Two LakhsFifty Thousand Only) in proportion to the shares already held by them on the record date which wasfixed as March 04, 2025. Further, the promoter and promoter group were allotted 47,50,000 shares ofRe. 1/- (Rupee One Only) each aggregating to Rs. 47,50,000/- (Rupees Forty-Seven Thousand FiftyOnly), as per approved resolution plan. Further the allotment was approved by Board of Directors in itsmeeting held on April 12, 2025. Pursuant to the said allotment, paid up share capital of the companywas Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 50,00,000 (Fifty Lakhs) equity shares of Re.1/- (Rupee One Only) each.
During the year under review, your Company has not issued any Equity Shares with differential rightsand hence the provisions of Section 43 of the Companies Act, 2013 read with the applicable Rules madethereunder.
During the year under review, your Company has not issued any Sweat Equity Shares pursuant to theprovisions of Section 54 of the Companies Act, 2013 read with the applicable Rules made thereunder.
The Company has not issued any shares under Employee's Stock Options Scheme pursuant to theprovisions of Section 62 of the Companies Act, 2013 read with the applicable Rules made thereunder,therefore, the disclosure regarding issue of employee stock options is not applicable.
During the year under review, the Company has not given loan to any employee for purchase of its ownshares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosure as per Rule 16(4) ofCompanies (Share Capital and Debentures) Rules, 2014 are not applicable.
During the year under review, the Company has not issued any debentures, bonds or anynon-convertible securities pursuant to the applicable provisions of Companies Act, 2013 read with theRules made there under.
During the year under review, the Company has not issued any warrants pursuant to the applicableprovisions of Companies Act, 2013 read with the Rules made there under.
As on March 31, 2026, none of the Directors and/or Key Managerial Person of the Company holdinstruments convertible in to Equity Shares of the Company.
The Company's Equity Shares are listed on the BSE Limited (“BSE”).
Your directors consider corporate governance to be an ethical and value-driven framework thatsupports sustainable growth and long-term value creation for the Company. The Company remainscommitted to operating as a responsible and forward-looking enterprise, with a focus on attracting andretaining talent, building investor confidence, and fostering meaningful relationships with stakeholdersand the community at large.
The Company continues to uphold the highest standards of ethics, transparency, and corporategovernance. It complies with the Code of Conduct applicable to the Board of Directors and seniormanagement in accordance with the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. The governance framework is anchored in robust internal control systems, strictadherence to applicable laws and regulations, and a strong culture of accountability across all levels ofthe organization.
The Company's corporate governance practices are reinforced through effective Board oversight, timelyand accurate disclosures, transparent accounting policies, and integrity-driven decision-makingprocesses.
The Corporate Governance Report for the financial year under review, as required under the applicableSEBI Listing Regulations, forms an integral part of this Annual Report. A certificate from the PracticingCompany Secretary, M/s J D Khatnani & Associates, confirming compliance with the conditions ofcorporate governance, is annexed to the said report.
The credit rating is a financial indicator to potential investors of debt securities such as bonds. Duringthe year under review, your Company has not issued any debt securities, so credit rating of securities isnot applicable to the Company.
There was no amount liable or due to be transferred to the Investor Education and Protection Fundduring the financial year 2025-2026 ended 31st March 2026.
During the financial year under review, the Company has transferred an amount of ^17.81 lakhs fromthe profits of the year to the General Reserve (Free Reserve) for appropriation purposes. The GeneralReserve is created by way of transfer within components of equity and does not constitute an item ofOther Comprehensive Income. Accordingly, the amounts so transferred shall not be subsequentlyreclassified to the Statement of Profit and Loss.
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March31, 2026 has been prepared in accordance with the Indian Accounting Standards (IND AS) notifiedunder Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Theestimates and judgements relating to the Financial Statements are made on a prudent basis, so as toreflect in a true and fair manner, the form and substance of transactions and reasonably present theCompany's state of affairs, profits/(losses) and cash flows for the year ended March 31, 2026.
Accounting policies have been consistently applied except where a newly issued accounting standard, ifinitially adopted or a revision to an existing accounting standard requires a change in the accountingpolicy hitherto in use. Management evaluates all recently issued or revised accounting standards on anongoing basis. The Company discloses standalone and consolidated financial results on a quarterlybasis which are subjected to limited review and publishes standalone and consolidated auditedfinancial results on an annual basis.
The Company continues to focus on judicious management of its working capital, receivables,inventories and other working capital parameters were kept under strict check through continuousmonitoring.
The auditor is issued modified report (Standalone and consolidated) for the financial year underreview.
Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of theCompanies Act, 2013 are given in the notes to the Financial Statements.
In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013,read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return(Form MGT-7) of the Company as on March 31, 2026, is available on the website of the Company athttps://www.alkaindia.in/annual-returns/
The Company had one material subsidiary, Vintage FZE (India) Private Limited, which was dulydivested pursuant to the approval of the shareholders at the Annual General Meeting held on March 23,2026, relating to the financial year 2024-25, based on valuation report obtained from Mr. NirmalPremshankar Nagda, Registered Valuer. The transaction was executed in the financial year 2026-27.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policyon material subsidiaries which is available on its website at the link:https://www.alkaindia.in/wp-content/uploads/2026/01/Policy-for-Determining-Material-Subsidiaries.pdf
There were no materially significant transactions with the related parties during the financial year,which were in conflict with the interest of the Company. The requisite details under Form AOC-2 havebeen provided as an Annexure to this Director's Report. Suitable disclosure as required by theAccounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.
The Company has put in place a mechanism for certifying the Related Party Transactions Statementsplaced before the Audit Committee and the Board of Directors.
The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded onthe website of the Company. None of the Directors has any pecuniary relationship or transactionsvis-a-vis the Company except remuneration and sitting fees.
In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policyon dealing with Related Party Transactions which is available on its website at the link:https://www.alkaindia.in/wp-content/uploads/2025/11/Policy-on-Materiality-of-Related-Party-Transactions-and-on-Dealing-with-Related-Party-Transaction.pdf
The Management Discussion and Analysis on the operations of the Company as prescribed under Part Bof Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided as Annexure I andforms part of the Directors' Report.
During the financial year 2025-26, there has been a shift in net profit/loss of the company pursuant tochange in the object clause of the company duly approved by shareholders in the 31st Annual GeneralMeeting of the company dated March 23, 2026 for the financial year 2024-25.
During the year under review, the Company has changed its main object from the textile industry to theagro industry. The details of the same are available on the website of the Company athttps://www.alkaindia.in/wp-content/uploads/2026/02/Outcome-of-Board-Meeting 27.02.2026.pdf.
Further, the Company has proposed to include a new object in addition to its existing objects, subject tothe approval of the Board, shareholders at the ensuing Annual General Meeting and other approvals, asmay be necessary.
The Company has a policy for performance evaluation of the Board and other individual Directors(including Independent Directors) which includes criteria for performance evaluation of Non-ExecutiveDirectors and Executive Directors. In accordance with the manner of evaluation specified by TheNomination & Remuneration Committee, the Board carried out annual performance evaluation of theBoard and Individual Directors.
The Independent Directors carried out annual performance evaluation of the Chairman, thenon-independent directors and the Board as a whole.
During the Financial Year 2025-26, During the financial year 2025-26, the Board of Directors of theCompany met 9 times on the following dates:
Sr.No.
Date of Meeting
Day
Number of Members attended
1
April 12, 2025
Saturday
4
2
April 26, 2025
5
3
May 30, 2025
Friday
July 24, 2025
Thursday
August 07, 2025
6
October 15, 2025
Wednesday
7
December 31, 2025
8
January 30, 2026
9
February 27, 2026
These meetings were conducted to discuss and review various matters relating to the operations,performance, and governance of the Company.
During the year under review, there was one Annual general meeting held on March 23, 2026 throughvideo conferencing / other audio-visual means.
All Committees of the Board of Directors are constituted in line with the provisions of the CompaniesAct, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
The Audit Committee comprises Mr. Sagar Kumar (Chairman), Ms. Himali Maheshbhai Thakkar and Mr.Karnik Shasankan Pillai. All the recommendations made by the Audit Committee were accepted by theBoard.
Audit Committee met 7 (seven) times during the year 2025-26:
Sr.
No.
February 27,2026
The Nomination & Remuneration Committee comprises Ms. Komal Manoharlal Motiani (Chairperson),Ms. Himali Maheshbhai Thakkar and Mr. Sagar Kumar.
Nomination & Remuneration committee met 4 (four) times during the year 2025-26:
The Stakeholders' Relationship Committee comprises Ms. Komal Manoharlal Motiani (Chairperson), Ms.Himali Maheshbhai Thakkar and Mr. Sagar Kumar.
Stakeholders' Relationship committee met 4 (four) times during the year 2025-26:
January 27, 2026
Tuesday
There is a change in management of the Company during the Financial year 2025-26.
Change in the composition of Board and KMP during the current financial has been provided hereinbelow:
Name
Category
Date of Appointment
Date ofResignation
Mr. Rajesh ChinubhaiSutaria
Non-executive &Independent Director
18-02-2025
08-08-2025
Ms. Himali MaheshbhaiThakkar
12-04-2025
Mr. Sagar Kumar
07-08-2025
Mrs. Jinal DishankShah
Company Secretary &Compliance Officer
27-02-2026
Ms. Himani Jhamar
As on March 31, 2026, the Board comprised five directors, with a balanced mix of executive andindependent directors, complying with Regulation 17 of SEBI LODR (at least 50% independentdirectors for a non-chairman executive-led board). None of the directors hold positions exceeding thelimits under Regulation 17A of SEBI LODR Regulations, 2015. All independent directors provideddeclarations under Section 149(6) of the Companies Act, 2013, confirming their independence.
Following are the details of changes in Board during the year till 31st March, 2026 -
Name of Director
DIN
Date ofAppointment
Mr. KarnikShasankan Pillai
Managing Director& Chairman
08529650
Mr. JatinbhaiRamanbhai Patel
Non -ExecutiveDirector
06973337
Mr. RajeshChinubhai Sutaria
Non-executive &
Independent
Director
02102686
Ms. KomalManoharlal Motiani
10226691
Ms. Himali
Maheshbhai
Thakkar
10752931
11225507
In the opinion of the Board, the Independent Directors possess the requisite expertise and experienceand are the persons of high integrity and repute.
They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and areindependent of the management.
Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 ofthe Companies Act, 2013.
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Jatinbhai Patel (DIN:06973337) Non-executive Director of the Company, retires by rotation at the ensuing annual generalmeeting and being eligible offers himself for re-appointment. He has given a declaration in terms ofSection 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from beingreappointed as a Director of the Company.
As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up tofive consecutive years on the board of a company, but shall be eligible for re-appointment for anotherterm up to five years on passing of a special resolution by the company and disclosure of suchappointment in Board's Report. Further Section 152 of the Act provides that the independent directorsshall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.
As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independentdirector in more than seven listed entities, provided that any person who is serving as a whole-timedirector in any listed entity shall serve as an independent director in not more than three listed entities.Further, independent directors of the listed entity shall hold at least one meeting in a year, without thepresence of non-independent directors and members of the management and all the independentdirectors shall strive to be present at such meeting.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experienceand are the persons of high integrity and repute. They fulfil the conditions specified in the CompaniesAct, 2013 and the Rules made thereunder and are independent of the management.
Independent Directors have confirmed that they have complied with the Company's Code of BusinessConduct & Ethics.
All the Independent Directors have submitted their disclosures to the Board that they fulfil all therequirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselvesto be appointed as Independent Directors under the provisions of the Companies Act, 2013 and therelevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they arenot aware of any circumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their liability to discharge their duties. Based on the declaration received fromIndependent Directors, the Board of Directors have confirmed that they meet the criteria ofIndependence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) ofListing Regulations and they are independent of the management.
As a practice, all new directors (including independent directors) inducted to the Board are given aformal orientation.
The familiarization programme for the independent directors is customized to suit their individualinterests and area of expertise. The directors are usually encouraged to interact with members of seniormanagement as part of the induction programme. The senior management make presentations givingan overview of the Company's strategy, operations, products, markets and group structure, Boardconstitution and guidelines, and the major risks and risk management strategy. This enables thedirectors to get a deep understanding of the Company, its people, values and culture and facilitates theiractive participation in overseeing the performance of the management.
The details of the familiarization program conducted during the Year Under Review can be accessedfrom Company website
https://www.alkaindia.in/wp-content/uploads/2025/11/Familiarization-Programme.pdf
The Company has devised a Nomination and Remuneration Policy (“NRC Policy”) which inter alia setsout the guiding principles for identifying and ascertaining the integrity, qualification, expertise andexperience of the person for the appointment as directors, key managerial personnel (“KMPs'’) andsenior management personnel (“SMPs”). The NRC Policy has been framed with the objective
a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances withthe applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;
b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;
c. to adopt best practices to attract and retain talent by the Company; and
d. to ensure diversity of the Board of the Company
The NRC Policy specifies the manner of effective evaluation of performance of Board, its committeesand individual directors to be carried out either by the Board, by the Nomination and RemunerationCommittee or by an independent external agency and review its implementation and compliance.During the Year Under Review, there has been no change in the NRC Policy.
The NRC Policy of the Company can be accessed at the website of the Company athttps://www.alkaindia.in/wp-content/uploads/2025/11/Nomination-and-Remuneration-Policy.pdf
None of the Managerial personnel of your company, who was employed throughout the financial year,was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or ifemployed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh andFifty Thousand or more per month and there were no employees in the company hence the provisionsof Rule 5(2) with respect to employees are not applicable to the company.
During the year under review, no significant and material orders were passed by any regulators,tribunals, or courts impacting the going concern status of the Company or its future operations.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directorsconfirms that:
1. In the preparation of the annual accounts, for the year ended 31st March 2026.
2. , all the applicable accounting standards prescribed by the Institute of Chartered Accountants ofIndia have been followed along with proper explanation relating to material departures, if any;
3. The directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company as at March 31, 2026 and of the losses of the Company for theyear ended on that date;
4. that the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;
5. that the Directors had prepared the annual accounts on a going concern basis;
6. hat 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; and
7. that the Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company has appointed MUFG Intime India Private Limited as its Registrar and Transfer Agent(“RTA”) for handling share registry and investor-related services. The RTA is registered with SEBI andhas been efficiently managing all related activities during the year under review.
The investment in Stock Market has the risk of change in the price and value, both in term of up anddown and thus can affect the profitability of the Company. Risk management is embedded in yourCompany's operating framework. Your Company believes that managing risks helps in maximizingreturns. The Company's approach to addressing business risks is comprehensive and includes periodicreview of such risks and a framework for mitigating controls and reporting mechanism of such risks.The risk management framework is reviewed periodically by the Board and the Audit Committee.Further, the Company is not required to constitute Risk Management Committee under ListingRegulations, 2015.
Business Risk Evaluation and Management is an on-going process within the organization. Incompliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directorshas formulated and adopted the Risk Management Policy to identify, monitor and minimize risks whileidentifying business opportunities which enables the Company to ensure sustainable business growthwith stability and to promote a proactive approach in reporting, evaluating and resolving risksassociated with the business.
The Company has established a robust system of internal controls and procedures designed to ensurethe orderly and efficient conduct of its business, safeguarding of assets, prevention and detection offrauds and errors, accuracy and completeness of accounting records, and timely preparation of reliablefinancial information.
The Internal Audit function is carried out by the Company's independent Internal Auditor, to M/s. PSGAnd Associates, Chartered Accountant (FRN - 133773W), who conduct periodic audits of allsignificant operational and financial areas and assess the adequacy and effectiveness of internalcontrols. The observations and recommendations of the Internal Auditor are reviewed by the AuditCommittee, and necessary corrective actions are implemented.
Based on the report submitted by to M/s. PSG And Associates, Chartered Accountant (FRN - 133773W),the Audit Committee and the Board are satisfied that the Company's internal financial controls overfinancial reporting are adequate and operating effectively during the year under review.
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The WhistleBlower Policy has been posted on the website of the Company i.e.https://www.alkaindia.in/wp-content/uploads/2025/11/Whistle-Blower-Policy.pdf.
The Audit Report issued by M/s. J M Patel & Bros, Chartered Accountants (Firm RegistrationNo. 107707W) on the financial statements for the financial year 2025-26 forms part of the AnnualReport. The notes to the financial statements, as referred to in the Auditor's Report, areself-explanatory and do not require any further clarification or comment.
The Auditor has carried out statutory Audit of the standalone and consolidated financials and hasissued a modified opinion (disclaimer of opinion).
The Auditors' Report for the financial year 31st March, 2026 is modified, i.e. It contains thequalification as follows:
Sr
Audit Qualification (Standalone)
Type of AuditQualification
Comment of the Board onthe Qualification
Unverified Book Profit and
Disclaimer
of
The object of the company
Revenue
Opinion
was changed on 25th March2026. Following this change,purchase and salestransactions were undertakenon a credit basis with a periodof 30-45 days; consequently,no banking transactions wererecorded during this time.Additionally, as thesetransactions occurred inMarch 2026, the GST returnfor the said month is yet to befiled. Furthermore, the goodssold were exempted items,and therefore, the issuance ofan E-way Bill was notrequired. The managementassures the genuineness ofthese transactions.
Appropriateness of Dividend
The company has emerged
Provision
from CIRP and, in order toreward its existingshareholders, has decided to
declare dividends out of thefirst profits generated from itsbusiness operations.
Unverified Bank Balances
Disclaimer ofOpinion
These bank accounts havebecome obsolete andapplications for their closurehave been submitted. Thebalances available thereinwill be transferred to theCompany’s regularlymaintained account withHDFC Bank.
Impairment of Investments
The Company has sought andobtained approval from theshareholders at the recentlyconcluded Annual GeneralMeeting held on 23rd March2026 for disinvestment fromits subsidiary. TheManagement shall undertakethe disinvestment processbased on a fair valuation andafter appropriate consultationto ensure transparency andvalue maximization.
Write-off of Property, Plant, andEquipment
Post CIRP, the company hasnot received any fixed assets.Accordingly, any fixed assetsappearing in the books ofaccounts have been writtenoff in order to present a trueand fair view of the financialposition of the company.
Audit Qualification(Consolidated)
Unaudited Subsidiary Financials
The financial statementsprovided by the subsidiaryhave been duly certified by itsmanagement and do notreflect any major transactionsduring the year. The auditedreport, as and when received,will be uploaded on theCompany’s website forviewing.
Unverified Book Profit and Revenue
Disclaimer of
(Parent Company)
Appropriateness of DividendProvision
The company has emergedfrom CIRP and, in order toreward its existingshareholders, has decided todeclare dividends out of thefirst profits generated from itsbusiness operations.
These bank accounts havebecome obsolete andapplications for their closurehave been submitted. Thebalances available therein willbe transferred to theCompany’s regularlymaintained account withHDFC Bank.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany during the financial year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company hasappointed M/s. J. D. Khatnani and Associates, Company Secretaries in Practice (C. P. No. 19772) toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in theprescribed Form MR-3 is annexed in this Annual Report. The same does not contain anyqualification, reservation or adverse remark in the report submitted Practicing CompanySecretaries.
Your Company has an effective internal control and risk-mitigation system, which are constantlyassessed and strengthened with new/revised standard operating procedures. The Company'sinternal control system is commensurate with its size, scale and complexities of its operations. Theinternal and operational audit is entrusted to M/s. PSG AND ASSOCIATES, Chartered Accountant(FRN - 133773W). The main thrust of internal audit is to test and review controls, appraisal ofrisks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness ofthe internal control systems and suggests improvements to strengthen the same. The Company hasa robust Management Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key ManagerialPersonnel are periodically apprised of the internal audit findings and corrective actions taken.Audit plays a key role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence, the Internal Audit functionreports to the Chairman of the Audit Committee.
The provisions of Cost Audit and Records as prescribed under Section 148 of the Act are notapplicable to the Company.
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the AnnualReturn for the financial year ended 31st March, 2026 made under the provisions of Section 92(3) of theAct will be available on Company website link https://www.alkaindia.in/.
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention,Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that therewas no case of sexual harassment during the year under review. Neither there was a case pending at theopening of Financial Year, nor has the Company received any Complaint during the year.
The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation,as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014, is reported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 'III'and forms an integral part of this Report. A statement comprising the names of top employees in termsof remuneration drawn and every person employed throughout the year, who were in receipt ofremuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 is annexed as Annexure 'V' and forms an integral part of this annual report. Theabove Annexure is not being sent along with this annual report to the members of the Company in linewith the provisions of Section 136(1) of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company. The aforesaidAnnexure is also available for inspection by Members at the Registered Office of the Company, 21 daysbefore and up to the date of the ensuing Annual General Meeting during the business hours on workingdays.
None of the employees listed in the said Annexure is a relative of any Director of the Company. None ofthe employees hold (by himself or along with his spouse and dependent children) more than twopercent of the Equity Shares of the Company.
As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under,every company including its holding or subsidiary and a foreign company, which fulfills the criteriaspecified in sub section (1) of Section 135 of the Act shall comply with the provisions of Section 135 ofthe Act and its rules.
Since the Company is not falling under any criterial specified in sub section (1) of Section 135 of the Act,your company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, thedisclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to theCompany for the year under review.
The Company has not earned or used foreign exchange earnings/outgoings during the year underreview.
During the Financial Year under review, the Company has neither invited nor accepted any depositswithin the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptanceof Deposit) Rules, 2014 other than exempted Deposits as prescribed under the Companies Act, 2013.
As such, no specific details prescribed in Rule 8 of the Companies (Accounts) Rules, 2014 (as amended)are required to be given or provided.
The maintenance of cost records for the services rendered by the Company is not required pursuant toSection 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit)Rules, 2014.
The Notes on Financial Statement referred in the Auditors' Report are self-explanatory and do not callfor any further comments. The Auditor has issued a modified report (disclaimer of opinion) for theFinancial Year 2025-26.
During the year under review, the Statutory Auditors and the Secretarial Auditors have not reportedany instances of frauds committed in the Company by its officers or employees of Audit Committeeunder Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in thisReport.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, a separate section on corporate governance practices followed by theCompany, together with a certificate from the Company's Auditors confirming compliance forms anintegral part of this Report as Annexure IV.
A report on secretarial compliance by M/s J.D. Khatnani & Associates, Company Secretaries for the FY2025-26 will be submitted with the stock exchange.
APPOINTMENT OF “DESIGNATED PERSONS” FOR FURNISHING INFORMATION TO THEREGISTRAR OF COMPANIES OR ANY OTHER AUTHROTIY WITH RESPECT TO BENEFICIALINTERESTS IN THE SHARES OF THE COMPANY
During the Financial year under review, the Company has appointed Mr. Karnik Shasankan Pillai(DIN: 08529650), Managing Director of the Company, as the “Designated Person” responsible forfurnishing and extending co-operation for providing information to the concerned Registrar ofCompanies or any other authorized officer with respect to beneficial interest in shares of Companyunder the Act.
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses belowthe gender composition of its workforce as on the March 31, 2026.
Male Employees: 2Female Employees: 1Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equalopportunity for all individuals, regardless of gender.
The Company neither have any Foreign Direct Investment (FDI) nor invested as any DownstreamInvestment in any other Company in India.
The Company has maintained its books of account for the financial year ended March 31, 2026, using anaccounting software that incorporates an audit trail (edit log) feature. This facility ensures that allrelevant transactions recorded in the software are tracked, with details of any additions, modifications,or deletions, providing transparency and accountability in accordance with the requirements of Rule 11of the Companies (Audit and Auditors) Rules, 2014.
The Board of Directors affirms that the Company has complied with the applicable mandatorySecretarial Standards issued by the Institute of Company Secretaries of India.
During the financial Year Under Review, disclosure with respect to details of difference betweenamount of the valuation done at the time of onetime settlement and the valuation done while takingloan from the banks or financial institutions along with the reason thereof is not applicable.
During the financial year under review, there were no applications made or proceedings pending in thename of Company under the Insolvency and Bankruptcy Code, 2016.
During the financial year under review, there has been no one time settlement of loans taken from theBanks or Financial Institutions.
The Company has not failed to complete or implement any corporate action between the end of theFinancial Year to which this Financial Statements relates and date of this Report.
Statements in this Directors' Report and Management Discussion and Analysis describing theCompany's objectives, projections, estimates, expectations or predictions may be “forward-lookingstatements” within the meaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied.
Your Directors wish to place on record their appreciation towards the contribution of all the employeesof the Company and their gratitude to the Company's valued customers, bankers, vendors and membersfor their continued support and confidence in the Company.
Date: 07th April, 2026
Place: Ahmedabad
By Order of the Board of DirectorsFor, Alka India LimitedSd/-
Karnik Shasankan PillaiManaging DirectorDIN:08529650