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Director's Report

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DIRECTORS' REPORT

AUDROC Ltd.

GO
Market Cap. ( ₹ in Cr. ) 2.85 P/BV 1.44 Book Value ( ₹ ) 3.04
52 Week High/Low ( ₹ ) 4/1 FV/ML 1/1 P/E(X) 15.59
Book Closure 08/05/2026 EPS ( ₹ ) 0.28 Div Yield (%) 0.91
Year End :2026-03 

Your Directors have pleasure in presenting the 32nd Annual Report of your Company together with the
Audited Statements of Accounts for the year ended March 31, 2026:

(Amount in Lakhs)

Particulars

Standalone

Consolidated

Year Ended
31.03.2026

Year Ended
31.03.2025

Year Ended
31.03.2026

Year Ended
31.03.2025

Revenue from Operations

250.21

-

250.21

-

Other Income

-

6.27

0.57

6.76

Total Revenue

250.21

6.27

250.78

6.76

Cost of Raw Materials
Consumed

136.48

-

136.48

-

Purchase of Stocks in Trade

-

-

-

-

Changes in inventories of
Finished Goods and Work
in Progress

-

-

-

-

Employee Benefits
Expenses

19.45

2.20

19.45

2.20

Finance Costs

-

-

-

-

Depreciation and
Amortization

-

-

-

-

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

17.81

(44.58)

18.27

(44.28)

Other Comprehensive
Income/(Expenses)

-

-

-

-

Total Comprehensive

17.81

(44.58)

18.27

(44.28)

Income for the year

STANDALONE & CONSOLIDATED FINANCIAL HIGHLIGHTS

For the financial year ended March 31, 2026, your Company has reported Net profit of ^ 17.81 Lakhs as
compared 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.

BUSINESS SEGMENT/ STATE OF COMPANY'S AFFAIRS

The Company was previously engaged in the textile business. Pursuant to the approval of the resolution
plan by the Hon'ble National Company Law Tribunal (NCLT) vide order dated 07th February 2025, the
Company proposed a change in its object clause to diversify into the agriculture sector. The revised
object 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, including
non-basmati rice, wheat, and pulses. The extensive experience of the management continues to play a
vital 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 to
effectively cater to diverse markets. In light of the expanding opportunities in the agriculture sector and
favorable market conditions, the Company is well-positioned to leverage its capabilities and strengthen
its presence in the food grains segment while pursuing sustainable growth.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of ^0.04 per equity share of Re. 1/- (Rupee
One Only) each for the financial year, subject to the approval of the shareholders at the ensuing 32nd
Annual General Meeting.

SHARE CAPITAL & LISTING

a) Issue of shares or other convertible securities:

Authorized Share Capital:

During the financial year under review, the Authorized Share Capital of the Company stood at
Rs. 100,00,00,000/- (Rupees One Hundred Crore only) comprising of 100,00,00,000 Equity Shares of
Re. 1/- each.

Issued, Subscribed & Paid-Up Capital:

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 Crores
Only) divided into 50,00,00,000 (Fifty Crores) equity shares of Re. 1/- (Rupee One Only) each. Pursuant
to the order passed by Hon'ble NCLT, Mumbai Bench dated 07th February, 2025, the entire shareholding
of promoter and promoter group stand extinguished and the shareholding of public was reduced to
2,50,000 shares of Re. 1/- (Rupee One Only) each aggregating to Rs. 2,50,000/- (Rupees Two Lakhs
Fifty Thousand Only) in proportion to the shares already held by them on the record date which was
fixed as March 04, 2025. Further, the promoter and promoter group were allotted 47,50,000 shares of
Re. 1/- (Rupee One Only) each aggregating to Rs. 47,50,000/- (Rupees Forty-Seven Thousand Fifty
Only), as per approved resolution plan. Further the allotment was approved by Board of Directors in its
meeting held on April 12, 2025. Pursuant to the said allotment, paid up share capital of the company
was Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 50,00,000 (Fifty Lakhs) equity shares of Re.
1/- (Rupee One Only) each.

b) Issue of equity shares with differential rights:

During the year under review, your Company has not issued any Equity Shares with differential rights
and hence the provisions of Section 43 of the Companies Act, 2013 read with the applicable Rules made
thereunder.

c) Issue of Sweat Equity Shares:

During the year under review, your Company has not issued any Sweat Equity Shares pursuant to the
provisions of Section 54 of the Companies Act, 2013 read with the applicable Rules made thereunder.

d) Details of Employee Stock Options:

The Company has not issued any shares under Employee's Stock Options Scheme pursuant to the
provisions 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.

e) Shares held in trust for the benefit of employees where the voting rights are not exercised
directly by the employees:

During the year under review, the Company has not given loan to any employee for purchase of its own
shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosure as per Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

f) Issue of debentures, bonds or any non-convertible securities:

During the year under review, the Company has not issued any debentures, bonds or any
non-convertible securities pursuant to the applicable provisions of Companies Act, 2013 read with the
Rules made there under.

g) Issue of warrants:

During the year under review, the Company has not issued any warrants pursuant to the applicable
provisions 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 hold
instruments convertible in to Equity Shares of the Company.

The Company's Equity Shares are listed on the BSE Limited (“BSE”).

CORPORATE GOVERNANCE

Your directors consider corporate governance to be an ethical and value-driven framework that
supports sustainable growth and long-term value creation for the Company. The Company remains
committed to operating as a responsible and forward-looking enterprise, with a focus on attracting and
retaining talent, building investor confidence, and fostering meaningful relationships with stakeholders
and the community at large.

The Company continues to uphold the highest standards of ethics, transparency, and corporate
governance. It complies with the Code of Conduct applicable to the Board of Directors and senior
management in accordance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The governance framework is anchored in robust internal control systems, strict
adherence to applicable laws and regulations, and a strong culture of accountability across all levels of
the organization.

The Company's corporate governance practices are reinforced through effective Board oversight, timely
and accurate disclosures, transparent accounting policies, and integrity-driven decision-making
processes.

The Corporate Governance Report for the financial year under review, as required under the applicable
SEBI Listing Regulations, forms an integral part of this Annual Report. A certificate from the Practicing
Company Secretary, M/s J D Khatnani & Associates, confirming compliance with the conditions of
corporate governance, is annexed to the said report.

CREDIT RATING OF SECURITIES

The credit rating is a financial indicator to potential investors of debt securities such as bonds. During
the year under review, your Company has not issued any debt securities, so credit rating of securities is
not applicable to the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to the Investor Education and Protection Fund
during the financial year 2025-2026 ended 31st March 2026.

GENERAL RESERVES

During the financial year under review, the Company has transferred an amount of ^17.81 lakhs from
the profits of the year to the General Reserve (Free Reserve) for appropriation purposes. The General
Reserve is created by way of transfer within components of equity and does not constitute an item of
Other Comprehensive Income. Accordingly, the amounts so transferred shall not be subsequently
reclassified to the Statement of Profit and Loss.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March
31, 2026 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified
under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The
estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to
reflect in a true and fair manner, the form and substance of transactions and reasonably present the
Company'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, if
initially adopted or a revision to an existing accounting standard requires a change in the accounting
policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an
ongoing basis. The Company discloses standalone and consolidated financial results on a quarterly
basis which are subjected to limited review and publishes standalone and consolidated audited
financial 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 continuous
monitoring.

The auditor is issued modified report (Standalone and consolidated) for the financial year under
review.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

ANNUAL RETURN

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 at
https://www.alkaindia.in/annual-returns/

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company had one material subsidiary, Vintage FZE (India) Private Limited, which was duly
divested 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. Nirmal
Premshankar 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 Policy
on material subsidiaries which is available on its website at the link:
https://www.alkaindia.in/wp-content/uploads/2026/01/Policy-for-Determining-Material-Subsidiarie
s.pdf

RELATED PARTY TRANSACTIONS

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 have
been provided as an Annexure to this Director's Report. Suitable disclosure as required by the
Accounting 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 Statements
placed 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 on
the website of the Company. None of the Directors has any pecuniary relationship or transactions
vis-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 Policy
on 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-Trans
actions-and-on-Dealing-with-Related-Party-Transaction.pdf

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B
of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided as
Annexure I and
forms part of the Directors' Report.

MATERIAL CHANGES AFFECTING THE COMPANY

During the financial year 2025-26, there has been a shift in net profit/loss of the company pursuant to
change in the object clause of the company duly approved by shareholders in the 31st Annual General
Meeting of the company dated March 23, 2026 for the financial year 2024-25.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the Company has changed its main object from the textile industry to the
agro industry. The details of the same are available on the website of the Company at
https://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 to
the approval of the Board, shareholders at the ensuing Annual General Meeting and other approvals, as
may be necessary.

PERFORMANCE EVALUATION

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-Executive
Directors and Executive Directors. In accordance with the manner of evaluation specified by The
Nomination & Remuneration Committee, the Board carried out annual performance evaluation of the
Board and Individual Directors.

The Independent Directors carried out annual performance evaluation of the Chairman, the
non-independent directors and the Board as a whole.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, During the financial year 2025-26, the Board of Directors of the
Company 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

Saturday

5

3

May 30, 2025

Friday

5

4

July 24, 2025

Thursday

5

5

August 07, 2025

Thursday

5

6

October 15, 2025

Wednesday

5

7

December 31, 2025

Wednesday

5

8

January 30, 2026

Friday

5

9

February 27, 2026

Friday

5

These meetings were conducted to discuss and review various matters relating to the operations,
performance, and governance of the Company.

MEETINGS OF THE MEMBERS

During the year under review, there was one Annual general meeting held on March 23, 2026 through
video conferencing / other audio-visual means.

DISCLOSURE OF MEETING OF COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies
Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Audit committee:

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 the
Board.

Audit Committee met 7 (seven) times during the year 2025-26:

Sr.

No.

Date of Meeting

Day

Number of Members attended

1

April 26, 2025

Saturday

3

2

May 30, 2025

Friday

3

3

July 24, 2025

Thursday

3

4

August 07, 2025

Thursday

3

5

October 15, 2025

Wednesday

3

6

January 30, 2026

Friday

3

7

February 27,2026

Friday

3

Nomination & Remuneration committee:

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:

Sr.No.

Date of Meeting

Day

Number of Members attended

1

May 30, 2025

Friday

3

2

August 07, 2025

Thursday

3

3

December 31, 2025

Wednesday

3

4

February 27, 2026

Friday

3

Stakeholders’ Relationship committee:

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:

Sr.No.

Date of Meeting

Day

Number of Members attended

1

May 30, 2025

Friday

3

2

August 07, 2025

Thursday

3

3

October 15, 2025

Wednesday

3

4

January 27, 2026

Tuesday

3

MANAGEMENT

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 herein
below:

Name

Category

Date of Appointment

Date of
Resignation

Mr. Rajesh Chinubhai
Sutaria

Non-executive &
Independent Director

18-02-2025

08-08-2025

Ms. Himali Maheshbhai
Thakkar

Non-executive &
Independent Director

12-04-2025

-

Mr. Sagar Kumar

Non-executive &
Independent Director

07-08-2025

-

Mrs. Jinal Dishank
Shah

Company Secretary &
Compliance Officer

18-02-2025

27-02-2026

Ms. Himani Jhamar

Company Secretary &
Compliance Officer

27-02-2026

-

DIRECTORS

As on March 31, 2026, the Board comprised five directors, with a balanced mix of executive and
independent directors, complying with Regulation 17 of SEBI LODR (at least 50% independent
directors for a non-chairman executive-led board). None of the directors hold positions exceeding the
limits under Regulation 17A of SEBI LODR Regulations, 2015. All independent directors provided
declarations 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

Category

DIN

Date of
Appointment

Date of
Resignation

Mr. Karnik
Shasankan Pillai

Managing Director
& Chairman

08529650

18-02-2025

-

Mr. Jatinbhai
Ramanbhai Patel

Non -Executive
Director

06973337

18-02-2025

-

Mr. Rajesh
Chinubhai Sutaria

Non-executive &

Independent

Director

02102686

18-02-2025

08-08-2025

Ms. Komal
Manoharlal Motiani

Non-executive &

Independent

Director

10226691

18-02-2025

Ms. Himali

Maheshbhai

Thakkar

Non-executive &

Independent

Director

10752931

12-04-2025

Mr. Sagar Kumar

Non-executive &

Independent

Director

11225507

07-08-2025

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience
and are the persons of high integrity and repute.

They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are
independent of the management.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of
the Companies Act, 2013.

DIRECTOR RETIRING BY ROTATION

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 general
meeting and being eligible offers himself for re-appointment. He has given a declaration in terms of
Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being
reappointed as a Director of the Company.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to
five consecutive years on the board of a company, but shall be eligible for re-appointment for another
term up to five years on passing of a special resolution by the company and disclosure of such
appointment in Board's Report. Further Section 152 of the Act provides that the independent directors
shall 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 independent
director in more than seven listed entities, provided that any person who is serving as a whole-time
director 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 the
presence of non-independent directors and members of the management and all the independent
directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience
and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies
Act, 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 Business
Conduct & Ethics.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their liability to discharge their duties. Based on the declaration received from
Independent Directors, the Board of Directors have confirmed that they meet the criteria of
Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of
Listing Regulations and they are independent of the management.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a
formal orientation.

The familiarization programme for the independent directors is customized to suit their individual
interests and area of expertise. The directors are usually encouraged to interact with members of senior
management as part of the induction programme. The senior management make presentations giving
an overview of the Company's strategy, operations, products, markets and group structure, Board
constitution and guidelines, and the major risks and risk management strategy. This enables the
directors to get a deep understanding of the Company, its people, values and culture and facilitates their
active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed
from Company website

https://www.alkaindia.in/wp-content/uploads/2025/11/Familiarization-Programme.pdf

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy (“NRC Policy”) which inter alia sets
out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and
experience of the person for the appointment as directors, key managerial personnel (“KMPs'’) and
senior 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 with
the 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 committees
and individual directors to be carried out either by the Board, by the Nomination and Remuneration
Committee 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 at
https://www.alkaindia.in/wp-content/uploads/2025/11/Nomination-and-Remuneration-Policy.pdf

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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 if
employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh and
Fifty Thousand or more per month and there were no employees in the company hence the provisions
of Rule 5(2) with respect to employees are not applicable to the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT

The Company had one material subsidiary, Vintage FZE (India) Private Limited, which was duly
divested 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. Nirmal
Premshankar Nagda, Registered Valuer. The transaction was executed in the financial year 2026-27.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors
confirms 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 of
India 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 made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2026 and of the losses of the Company for the
year ended on that date;

4. that the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the 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 and
that 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 all
applicable laws and that such systems were adequate and operating effectively.

REGISTRAR AND SHARE TRANSFER AGENT

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 and
has been efficiently managing all related activities during the year under review.

BUSINESS RISK MANAGEMENT

The investment in Stock Market has the risk of change in the price and value, both in term of up and
down and thus can affect the profitability of the Company. Risk management is embedded in your
Company's operating framework. Your Company believes that managing risks helps in maximizing
returns. The Company's approach to addressing business risks is comprehensive and includes periodic
review 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 Listing
Regulations, 2015.

STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY

Business Risk Evaluation and Management is an on-going process within the organization. In
compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors
has formulated and adopted the Risk Management Policy to identify, monitor and minimize risks while
identifying business opportunities which enables the Company to ensure sustainable business growth
with stability and to promote a proactive approach in reporting, evaluating and resolving risks
associated with the business.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has established a robust system of internal controls and procedures designed to ensure
the orderly and efficient conduct of its business, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable
financial information.

The Internal Audit function is carried out by the Company's independent Internal Auditor, to M/s. PSG
And Associates, Chartered Accountant (FRN - 133773W)
, who conduct periodic audits of all
significant operational and financial areas and assess the adequacy and effectiveness of internal
controls. The observations and recommendations of the Internal Auditor are reviewed by the Audit
Committee, 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 over
financial reporting are adequate and operating effectively during the year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle
Blower 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.

AUDITORS

a) Statutory Auditors & Auditors' Report

The Audit Report issued by M/s. J M Patel & Bros, Chartered Accountants (Firm Registration
No. 107707W)
on the financial statements for the financial year 2025-26 forms part of the Annual
Report. The notes to the financial statements, as referred to in the Auditor's Report, are
self-explanatory and do not require any further clarification or comment.

The Auditor has carried out statutory Audit of the standalone and consolidated financials and has
issued a modified opinion (disclaimer of opinion).

EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS:

The Auditors' Report for the financial year 31st March, 2026 is modified, i.e. It contains the
qualification as follows:

Sr

No.

Audit Qualification (Standalone)

Type of Audit
Qualification

Comment of the Board on
the Qualification

Unverified Book Profit and

Disclaimer

of

The object of the company

1

Revenue

Opinion

was changed on 25th March
2026. Following this change,
purchase and sales
transactions were undertaken
on a credit basis with a period
of 30-45 days; consequently,
no banking transactions were
recorded during this time.
Additionally, as these
transactions occurred in
March 2026, the GST return
for the said month is yet to be
filed. Furthermore, the goods
sold were exempted items,
and therefore, the issuance of
an E-way Bill was not
required. The management
assures the genuineness of
these transactions.

Appropriateness of Dividend

Disclaimer

of

The company has emerged

2

Provision

Opinion

from CIRP and, in order to
reward its existing
shareholders, has decided to

declare dividends out of the
first profits generated from its
business operations.

3

Unverified Bank Balances

Disclaimer of
Opinion

These bank accounts have
become obsolete and
applications for their closure
have been submitted. The
balances available therein
will be transferred to the
Company’s regularly
maintained account with
HDFC Bank.

4

Impairment of Investments

Disclaimer of
Opinion

The Company has sought and
obtained approval from the
shareholders at the recently
concluded Annual General
Meeting held on 23rd March
2026 for disinvestment from
its subsidiary. The
Management shall undertake
the disinvestment process
based on a fair valuation and
after appropriate consultation
to ensure transparency and
value maximization.

5

Write-off of Property, Plant, and
Equipment

Disclaimer of
Opinion

Post CIRP, the company has
not received any fixed assets.
Accordingly, any fixed assets
appearing in the books of
accounts have been written
off in order to present a true
and fair view of the financial
position of the company.

Sr

No.

Audit Qualification
(Consolidated)

Type of Audit
Qualification

Comment of the Board on
the Qualification

1

Unaudited Subsidiary Financials

Disclaimer of
Opinion

The financial statements
provided by the subsidiary
have been duly certified by its
management and do not
reflect any major transactions
during the year. The audited
report, as and when received,
will be uploaded on the
Company’s website for
viewing.

Unverified Book Profit and Revenue

Disclaimer of

The object of the company

2

(Parent Company)

Opinion

was changed on 25th March
2026. Following this change,
purchase and sales
transactions were undertaken
on a credit basis with a period
of 30-45 days; consequently,
no banking transactions were
recorded during this time.
Additionally, as these
transactions occurred in
March 2026, the GST return
for the said month is yet to be
filed. Furthermore, the goods
sold were exempted items,
and therefore, the issuance of
an E-way Bill was not
required. The management
assures the genuineness of
these transactions.

3

Appropriateness of Dividend
Provision

Disclaimer of
Opinion

The company has emerged
from CIRP and, in order to
reward its existing
shareholders, has decided to
declare dividends out of the
first profits generated from its
business operations.

4

Unverified Bank Balances

Disclaimer of
Opinion

These bank accounts have
become obsolete and
applications for their closure
have been submitted. The
balances available therein will
be transferred to the
Company’s regularly
maintained account with
HDFC Bank.

5

Write-off of Property, Plant, and
Equipment

Disclaimer of
Opinion

Post CIRP, the company has
not received any fixed assets.
Accordingly, any fixed assets
appearing in the books of
accounts have been written
off in order to present a true
and fair view of the financial
position of the company.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the
Company during the financial year under review.

b) Secretarial Auditors

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 has
appointed M/s. J. D. Khatnani and Associates, Company Secretaries in Practice (C. P. No. 19772) to
undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the
prescribed Form MR-3 is annexed in this Annual Report. The same does not contain any
qualification, reservation or adverse remark in the report submitted Practicing Company
Secretaries.

c) Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly
assessed and strengthened with new/revised standard operating procedures. The Company's
internal control system is commensurate with its size, scale and complexities of its operations. The
internal 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 of
risks 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 of
the internal control systems and suggests improvements to strengthen the same. The Company has
a 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 Managerial
Personnel 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 audit
observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee.

d) Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act are not
applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual
Return for the financial year ended 31st March, 2026 made under the provisions of Section 92(3) of the
Act will be available on Company website link
https://www.alkaindia.in/.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

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 there
was no case of sexual harassment during the year under review. Neither there was a case pending at the
opening of Financial Year, nor has the Company received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

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 terms
of remuneration drawn and every person employed throughout the year, who were in receipt of
remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure 'V' and forms an integral part of this annual report. The
above Annexure is not being sent along with this annual report to the members of the Company in line
with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid
Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days
before and up to the date of the ensuing Annual General Meeting during the business hours on working
days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of
the employees hold (by himself or along with his spouse and dependent children) more than two
percent of the Equity Shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY

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 criteria
specified in sub section (1) of Section 135 of the Act shall comply with the provisions of Section 135 of
the 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.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the
disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the
Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under
review.

PUBLIC DEPOSITS

During the Financial Year under review, the Company has neither invited nor accepted any deposits
within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance
of 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.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to
Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit)
Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors' Report are self-explanatory and do not call
for any further comments. The Auditor has issued a modified report (disclaimer of opinion) for the
Financial Year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported
any instances of frauds committed in the Company by its officers or employees of Audit Committee
under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this
Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the
Company, together with a certificate from the Company's Auditors confirming compliance forms an
integral part of this Report as Annexure IV.

ANNUAL SECRETARIAL COMPLIANCE REPORT

A report on secretarial compliance by M/s J.D. Khatnani & Associates, Company Secretaries for the FY
2025-26 will be submitted with the stock exchange.

APPOINTMENT OF “DESIGNATED PERSONS” FOR FURNISHING INFORMATION TO THE
REGISTRAR OF COMPANIES OR ANY OTHER AUTHROTIY WITH RESPECT TO BENEFICIAL
INTERESTS 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 for
furnishing and extending co-operation for providing information to the concerned Registrar of
Companies or any other authorized officer with respect to beneficial interest in shares of Company
under the Act.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below
the gender composition of its workforce as on the March 31, 2026.

Male Employees: 2
Female Employees: 1
Transgender Employees: 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream
Investment in any other Company in India.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has maintained its books of account for the financial year ended March 31, 2026, using an
accounting software that incorporates an
audit trail (edit log) feature. This facility ensures that all
relevant 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 11
of the Companies (Audit and Auditors) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURE

During the financial Year Under Review, disclosure with respect to details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done while taking
loan from the banks or financial institutions along with the reason thereof is not applicable.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the financial year under review, there were no applications made or proceedings pending in the
name of Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the financial year under review, there has been no one time settlement of loans taken from the
Banks or Financial Institutions.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

The Company has not failed to complete or implement any corporate action between the end of the
Financial Year to which this Financial Statements relates and date of this Report.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describing the
Company's objectives, projections, estimates, expectations or predictions may be “forward-looking
statements” within the meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees
of the Company and their gratitude to the Company's valued customers, bankers, vendors and members
for their continued support and confidence in the Company.

Date: 07th April, 2026

Place: Ahmedabad

By Order of the Board of Directors
For, Alka India Limited
Sd/-

Karnik Shasankan Pillai
Managing Director
DIN:08529650

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