AKI India Ltd

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous financial year ended on 31^st March, 2024 are summarized as below:

(Rs. in Lakhs)

The total Income for Financial Year 2024-25 was Rs. 7507.34 Lakhs compared to the total Income of Rs. 6783.94 Lakhs for previous Financial Year 2023-24. The Company has incurred Profit before tax for Financial Year 2024-25 of Rs. 262.26 Lakhs as compared to Profit before tax of Rs. 186.73 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is Rs. 163.37 Lakhs as compared to Net Profit after tax Rs. 135.89 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

Consolidated Basis:

The total Income for Financial Year 2024-25 was Rs. 8748.57 Lakhs compared to the total Income of Rs. 7412.84 Lakhs for previous Financial Year 2023-24. The Company has incurred Profit before tax for Financial Year 2024-25 of Rs. 266.68 Lakhs as compared to Profit before tax of Rs. 187.76 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25 is Rs. 167.78 Lakhs as compared to Net Profit after tax Rs. 136.71 Lakhs as compared for previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3.CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4.WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website at www.groupaki.com.

5.SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2025 is Rs.

25,00,00,000.00/- (Rupees Twenty-Five Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty Lakhs) Equity Shares of Rs. 2.00/- (Rupees Two Only) each.

B. PAID-UP SHARE CAPITAL:

During the year under the review, paid-up share capital of the Company is increased from Rs. 17,15,28,348.00/- (Rupees Seventeen Crores Fifteen Lakhs Twenty-Eight Thousand Three Hundred Forty-Eight Only) divided into 8,57,64,174 (Eight Crores Fifty-Seven Lakhs Sixty-Four Thousand One Hundred Seventy-Four Only) Equity Shares of Rs. 2.00/- (Rupees Two Only) each to Rs. 17,70,64,348.00/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only) divided into 8,85,32,174 (Eight Crores Eighty-Five Lakhs Thirty-Two Thousand One Hundred Seventy-Four) Equity Shares of Rs. 2.00/- (Rupees Two Only) each, was affected through allotment of equity shares on a preferential basis in the Board Meeting held on 28^th June, 2024.

After the completion of the Financial Year 2024-25, the paid-up share capital of the Company increased from Rs. 17,70,64,348/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only) divided into 8,85,32,174 (Eight Crores Eighty-Five Lakhs Thirty-Two Thousand One Hundred Seventy-Four) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs. 20,64,11,912/-(Rupees Twenty Crores Sixty-Four Lakhs Eleven Thousand Nine Hundred and Twelve only) divided into 10,32,05,956 (Ten Crores Thirty-Two Lakhs Five Thousand Nine Hundred and Fifty-Six) Equity shares of Rs. 2/- (Rupees Two Only) each, was affected through allotment of equity shares on a preferential basis in the Board Meeting held on 9^th June, 2025.

6.ALLOTMENT OF SHARES:

A. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY SHARES:

During the year under review, the Company had allotted 27,68,000 Equity shares pursuant to conversion of warrants on Preferential basis having face value of Rs. 2.00/- each, at an issue price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share) in the Board Meeting held on 28^th June, 2024.

B. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY SHARES:

After the completion of Financial Year 2024-25, the Company had allotted 1,46,73,782 Equity shares pursuant to conversion of warrants on Preferential basis having face value of Rs. 2.00/- each, at an issue price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share) in the Board Meeting held on 9^th June, 2025.

To conserve resources for future prospect and growth of the Company, your Directors regret to declare any dividend for the Financial Year 2024-25 (Previous Year - Nil).

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

10. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT

VENTURES:

The Company has a Subsidiary Company i.e. AKI UK Limited. The Company has complied with all compliance related to its Subsidiary Company. The Company has policy for determining “Subsidiary Company” which is uploaded on the website of the Company.

Statement containing salient features of the Financial Statement of Associate pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is enclosed herewith as Annexure I.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

ALLOTMET OF EQUITY SHARES PURSUANT TO CONVERTIBLE WARRANTS:

During the year, on 28^th June, 2024, the Company, pursuant to a resolution passed at its Board Meeting allotted 27,68,000 (Twenty-Seven Lakhs Sixty-Eight Thousand) Equity shares upon conversion of warrants into Equity shares on a Preferential basis having face value of Rs. 2.00/- (Rupees Two Only) each and were issued at a price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share).

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 17,15,28,348/- (Rupees Seventeen Crores Fifteen Lakhs Twenty-Eight Thousand Three Hundred Forty-Eight Only) to Rs. 17,70,64,348/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only).

ALLOTMET OF EQUITY SHARES PURSUANT TO CONVERTIBLE WARRANTS:

After the Completion of Financial Year 2024-25 on 9^th June, 2025, the Company, pursuant to a resolution passed at its Board Meeting, allotted 1,46,73,782 (One Crore Forty-Six Lakhs Seventy-Three Thousand Seven Hundred and Eighty-Two) Equity shares upon conversion of warrants into Equity shares on a Preferential basis having face value of Rs. 2.00/- (Rupees Two Only) each and were issued at a price of Rs. 18.71/- per share (including Premium of Rs. 16.71/- per share).

Consequently, the Paid-up Share Capital of the Company had increased from Rs. 17,70,64,348/- (Rupees Seventeen Crores Seventy Lakhs Sixty-Four Thousand Three Hundred Forty-Eight Only) to 20,64,11,912 (Twenty Crore Sixty-four Lakhs Eleven thousand Nine Hundred and Twelve)

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 7 (Seven) times viz. 28^th May, 2024, 28^th June, 2024, 14^th August, 2024, 7^th September, 2024, 18^th October, 2024, 13^th November, 2024, and 14^th February, 2025.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there is no material departure from the same;

b. 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 at the end of financial year and of the profit of the Company for the financial year ended on 31^st March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and f. 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.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

16. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION

OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor's Report:

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) Compliance of SEBI Circular No: SEBI / HO / DDHS / DDHS - RACPOD1 / P / CIR / 2023 / 172 dated October 19, 2023 i.e. Non filing of Annual Disclosures of Non-applicability of Large Corporate for FY 2023-24.

Reply:

The Company does not fall under the criteria specified for classification as a "Large Corporate" as per the definitions provided in the circular. Therefore, the requirement to submit the Annual Disclosure in the prescribed format does not arise.

b) During the period under review, it was noted that the Company had appointed an Independent Director who was not registered with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) at the time of appointment, as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014

Reply:

The registration of Independent Directors has not been completed in the database due to a technical issue in the system. The matter has been identified, and the necessary steps are being taken to resolve it at the earliest. Once the issue is rectified, the registration will be completed accordingly.

c) The Company has not filed Form DPT-3 for the financial year ended 31st March, 2024, as required under Rule 16 of the Companies (Acceptance of Deposits) Rules, 2014, read with Section 73 of the Companies Act, 2013.

Reply:

The filing of DPT-3 was inadvertently overlooked. We acknowledge this oversight and would like to assure you that the company is in the process of completing the necessary filing. We will ensure that the required form is filed promptly and in full compliance with the applicable regulations.

All the observations made by the Secretarial Auditors in their report, including those referred to above, are self-explanatory and do not call for any further comments from the Board.

17. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE

UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year Company has made investments under the provisions of section 186 of the Companies Act, 2013 and disclosures for the said investment is provided in the notes to financial statement.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. Further, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as Annexure - II.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and future outlook as per Annexure III.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

21. RESERVES & SURPLUS:

(Amount in Lakhs)

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK

MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Foreign Exchange Earnings and Outgo:

(Amt in Lacs)

24. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company's Policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at www.groupaki.com.

25. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

27. STATE OF COMPANY'S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

28. STATEMENT ON ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); Structure, composition, and role clarity of the Board and Committees; Extent of co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board / Committee culture and dynamics; and Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

29. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the policy. The objective of the policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

31. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

The Company has not taken Loan from Director and Relative of Director.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 7^th September, 2024 and the attendance records of the members of the Committee are as follows:

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship committee as tabulated below, was held on 7^th September, 2024 the attendance records of the members of the Committee are as follows:

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed there under during the year:

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

40. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

41. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act in respect of activities carried out by the Company.

42. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the Demat activation number allotted to the Company is ISIN: INE642Z01026. Presently shares are held in electronic mode.

43. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

44. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE

TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS:

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

45. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.