Alphageo (India) Ltd

Report

To

The Members

The Board of Directors are pleased to present the 37^th Annual Report of Alphageo (India) Limited ("the Company") on business and operations along with the audited financial statements (standalone and consolidated) for the financial year ended March 31,2024.

Financial highlights

The financial performance of the company for the year ended March 31, 2024, on a standalone and consolidated basis, is summarised below:

Overview of financial and business operations

a) Standalone Operations:

> On standalone basis, the operational revenue for FY 2024 is Rs7,274 lakhs, higher by 10.29% over the previous year's FY 2023 revenue ofRs6,595 Lakhs.

> Profit before tax for FY 2024 is Rs1,111 lakhs representing 15.27 percent of total revenue as against previous year profit before tax of Rs2,025 lakhs represented 30.71 percent of total revenue.

> Profit after tax for FY 2024 is Rs834 lakhs representing 11.47 percent of total revenue over profit after tax of Rs1,538 lakhs represented 23.32 percent of total revenue of previous FY 2023.

> The Equity of the Shareholders, on standalone basis, has enhanced to Rs25,644 lakhs as on March 31, 2024 from Rs25,339 lakhs as on March 31 2023.

> The company has been awarded orders worth of Rs100.56 crores (inclusive of taxes) during the financial year 2023-24 for providing geophysical services.

> Your directors are of opinion that, having sizeable executable orders on hand, the company will continue to achieve the operational and financial performance resulting in enhanced equity to the shareholders in the forthcoming financial years.

b) Consolidated operations:

> On Consolidated basis, the operational revenue for FY 2024 is Rs9,867 lakhs higher by 49.61% over the previous year's FY 2023 revenue of Rs6,595 Lakhs

> Profit before tax for FY 2024 is Rs456 lakhs representing 4.62 percent of total revenue as against previous year profit before tax of Rs1,786 lakhs represented 27.08 percent of total revenue.

> Profit after tax for FY 2024 is Rs105 lakhs representing 1.06 percent of total revenue over profit aftertax of Rs1,299 lakhs represented 19.70 percent of total revenue of previous FY 2023.

> During the financial year 2023-24, Alphageo offshore Services Private Limited, the subsidiary and joint venture company has been awarded order worth of T38.99 crores (inclusive of taxes) for providing geophysical services

> The Equity of the Shareholders, on consolidated basis, has enhanced to Rs27,882 lakhs as on March 31,2024 from Rs 28,319 lakhs as on March 31,2023.

Share capital

The paid-up equity shares capital of the company as on March 31,2024 is T636.48 lakhs comprising of 63,64,767 equity shares of Rs10 each. During the year under review, the company has not issued or allotted any shares of the company. The company does not have any outstanding warrants or any convertible instruments as on March 31,2024.

Transfer to reserves

The Board of Directors has decided to retain the entire amount of profit as retained earnings. Accordingly, the company has not transferred/ appropriated any amount to the general reserve during the year ended March 31,2024.

Dividend

The Board considering the Company's performance and the financial position for the year under review, has recommended a final dividend of Rs8/- per equity share of Rs10/- each for the year ended March 31,2024, subject to the approval of the members at the ensuing 37^th Annual General Meeting.

Material changes and commitment

There has been no material change and commitment, affecting the financial performance of the company from the end of the financial year to the date of this report.

Change in the nature of business

The company continues to be in the business of providing geophysical data acquisition, processing and interpretation services and there has been no change in the nature of business of the company or any of its subsidiaries during the year under review.

Subsidiaries and joint venture

a) Foreign subsidiaries:

> Alphageo International Limited

The Alphageo International Limited is 100% owned foreign subsidiary, incorporated in Jebel Ali free zone area in Dubai. Pursuant to regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Alphageo International Limited, Dubai is a material subsidiary as on March 31,2024.

b) Indian subsidiary:

> Alphageo Offshore Services Private Limited (AOSPL)

AOSPL was incorporated in 2018, to provide commercial geophysical services for

offshore and transition zones and general offshore-related services for mining and hydrography. In February 2021, AOSPL became a subsidiary and joint venture company to carry out activities specified in the joint venture agreement. During the year in review, the company was awarded and successfully completed a contractfrom ONGC within the agreed timelines.

Performance of subsidiaries:

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the subsidiary Companies are given in Form AOC-1 as Annexure-I to this report.

In compliance with section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available on the website of the Company and will be made available upon the request by any member of the Company.

The company does not have any associate companies. The company has adopted a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which can be viewed on the Company's website at http:// www.alphaaeoindia.com/Policies.htm.

Consolidated financial statements

The consolidated financial statements of the company and its subsidiaries for the financial year ended March 31, 2024 prepared in compliance with the Indian Accounting Standards notified under Section 133 the Companies Act, 2013, Section 129(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Auditors' Report thereon form part of this Annual Report.

Public deposits

The company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and any other deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Compliance with secretarial standards

During the year under review, the company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Unclaimed dividend

Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit.Transferand Refund) Rules 2016 ('the Rules') as amended thereof; mandates the companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

The details of the unclaimed dividend lying with the Company are available on the website of the Company at the web link: http://alphageoindia. com/Unclaimed%20Dividends.htm.

a) Transfer of unpaid and unclaimed amounts to Investor Education and Protection Fund ("IEPF")

> Transfer of unclaimed dividend to IEPF:

Pursuant to the provisions of section 124 of Companies Act, 2013 read with IEPF (Accounting, Audit, Transfer and Refund) Rules 2016, dividends which remain unpaid or unclaimed fora period of seven years from the date of its transfer to unpaid dividend account are required to be transferred by the company to Investor Education and Protection Fund ("IEPF") established by the Central Government of India under the provisions of section 125 of the Companies Act, 2013.

Unclaimed dividend for financial year 2015-16 amounting to T3.37 lakhs were transferred to Investor Education & Protection Fund of the Central Government on 24^th November 2023 in compliance with the section 124 of the Companies Act, 2013.

> Transfer of Shares to IEPF:

Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended thereof; mandates transfer of underlying shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund. As per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016,as amended company has issued individual notice through registered post to all shareholders whose dividends were lying unclaimed for consecutive seven years and a public notice in this respect has been given in English and vernacular newspapers and details of such shareholders were uploaded on the company's website.

> The details of shares transferred to IEPF during the previous years are displayed on the website of the Company. The shareholders whose shares have been transferred to the IEPF Authority can claim their shares from the Authority by following the refund procedure as detailed on the website of IEPF Authority http://iepf.aov.in/IEPF/corporates.html.

Auditors and audit reports

> Statutory audit:

In pursuance of the provisions of section 139 and otherapplicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended thereof; M/s Majeti & Co. Chartered Accountants Flyderabad reappointed as the statutory auditors of the company fora term of 5 (five) consecutive years from the conclusion of 35^th annual general meeting till the conclusion of 40^th annual general meeting of the company. The auditors have confirmed their eligibility and qualification required under the Act for holding the office as statutory auditors of the company.

Audit report on financial statements:

The auditor's report to the shareholders on the financial statement of the company for the financial year ended on March 31,2024 does not contain any qualification, reservation, or adverse remark.

> Secretarial audit:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules thereunder, M/s. D. Flanumanta Raju & Co., Practicing Company Secretaries, Flyderabad were appointed to conduct the secretarial audit of the company for the financial year 2023-24. The secretarial auditors have issued unmodified report for the year ended March 31,2024. The report issued by them is appended as Annexure-ll to this report.

> Cost audit and cost records:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) ofthe Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Directors and Key Managerial Personnel

> Appointment & Re-appointment of directors:

As on March 31, 2024, the Company has six directors comprising of three executive mDirectors and three non-executive independent directors.

Mr. Sashank Alla was appointed as Additional director by the board of directors in their meeting held on 11^th August 2023.

At the 36^th Annual General Meeting of the company held on September 29, 2023, the members of the company approved the appointment of Mr Sashank Alla as whole-time director of the company for a term of five years effective from 29^th September, 2023.

In a meeting held on March 23^,d, 2024, the board of directors recommended the re-appointment of Mrs. Savita Alla as Joint Managing Director of the company. This recommendation was put forth to the members of the company, who approved it on April 26^th, 2024 during an extraordinary general meeting.

The first term of appointment of Mr. Mahendra Pratap and Mr. Vinay Kumar Verma as Independent Director of the Company will expire on October 16, 2024, and February 6, 2025, respectively. Considering their skills, expertise, and contribution and based on the recommendation of the Nomination and Remuneration Committee, the Board will propose re-appointment for a second term of five consecutive years. This proposal will be subject to the Shareholders' approval through a Special Resolution atthe upcoming 37^th Annual General Meeting.

> Retirement

Mr. Rajesh Alla retired from the office of non-executive director of the company effective from 29^th day of September 2023

> Retirement by rotation:

In accordance with provisions of Section 152 of the Companies Act 2013 read with rules made thereunder, Mr. Sashank Alla (DIN:

07508061), is liable to retire by rotation at the 37^th Annual General Meeting and being eligible, offer himself for re-appointment.

> Particulars of remuneration to directors and key managerial personnel:

Particulars of remuneration to directors and key managerial personnel as required under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-lll and forms part of this Report.

During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any

> Changes in key managerial personnel:

Pursuant to the provisions of section 203 of Companies Act, 2013 during the year under review, apart from aforestated there are no changes occurred in positions held by Key Managerial Personnel of the Company.

> Other changes, if any, occurred after the closure of financial year:

Mrs. Savita Alla was re-appointed as Joint Managing director of the Company effective from 25^th May 2024 as approved by the members of the company at their extraordinary general meeting held on 26^th April 2024. Apart from this no changes occurred after the closure of the financial Year.

Board meetings

During the financial year 2023-24, Five (5) meetings of the board were held with the presence of necessary quorum in all the meetings. The maximum gap between any two meetings was as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement),

Regulations 2015. The details of board meeting held and attendance of directors are provided in corporate governance report forming part of this annual report.

Committees of the board

The company has constituted/reconstituted various board level committees in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) regulations, 2015. The board has following committees as under:

i. Audit committee

ii. Nomination & remuneration committee

iii. Stakeholders'relationship committee

iv. Corporate social responsibility committee

v. Finance committee

The details of the composition of committees and the number of meetings held and attendance of directors at such meetings are provided in the corporate governance report, which forms part of this annual report.

Audit committee

The audit committee of the board, currently headed byan independentdirectoras chairperson meets at regular intervals to discharge its terms of reference effectively and efficiently. During the year under review, there were no instances where recommendations of the audit committee were not accepted by the board.

Nomination and remuneration policy

The company has framed and adopted a policy on nomination and remuneration of directors, key managerial personnel, and other employees of the company in line with the provisions of section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015. The policy is available on the website at: http://alphageoindia. com/Policies.htm.

It is affirmed that the appointment/re-appointment and remuneration of directors, key managerial personnel and all other employees are in accordance with the remuneration policy of the company. The remuneration/sitting fees paid to the executive and non-executive directors of the company during the year under review have been detailed in the corporate governance report, forming part of this annual report.

Particulars of remuneration to employees

The details of remuneration to employees, as required under rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-IV forming part of this report.

Whistle blower/vigil mechanism

The Company has adopted a whistle blower policy to provide a formal mechanism to the directors and employees to deal with the instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees, who avail the mechanism and provides direct access to the chairman of audit committee of the board.

The audit committee periodically reviews the whistle blower policy. It is affirmed that no personnel of the company have been denied access to the chairman of the audit committee.The whistle blower policy has been posted on the company's website at http://www.alphaaeoindia.com/Policies. htm

Declaration by independent directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25 (8) of SEBI (Listing obligations and Disclosure requirement) Regulations, 2015, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Meeting of independent directors

Details of separate meeting of independent directors held are provided in the report on corporate governance forming part of this annual report.

Board induction and familiarization Programme for independent directors

Prior to the appointment of an independent director, the company sends him/her a formal appointment letter which explains the role, functions and responsibilities expected from him/ her as a director of the company. The details of the board familiarization Programme are explained in the corporate governance report forming part of this annual report and accessible on the website of the company at http://www.alphaaeoindia.com/ Familiarization%20Proaramme.htm

Annual evaluation of board performance and performance of its committees and of directors

Pursuant to the provisions of section 178 of the Companies Act, 2013 read with rules made thereunder, and regulation 17 ofSEBI (LODR), 2015 the Board has carried out an annual evaluation of its own performance, performance of the directors individually and the working of its various committees as per the evaluation criteria defined by nomination and remuneration committee for performance evaluation process of the board, its committees, and directors.

The evaluation has been carried out through a structured questionnaire covering various aspects of the board's functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance, and contribution at meetings etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The evaluation process has been explained in the corporate governance report, which forms part of this annual report.

In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors provided by them through the duly filed questionnaire submitted by each of the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on the duly filled structured questionnaire submitted by each of the directors.

Particularsof loans, guarantees or investments

During theyear under review, the company received back the loan amount along with the interest of the inter corporate deposit which was extended by the company to M/s Godi India Private Limited forRs1.50 crores at the interest rate of 14% per annum. Apart from this no loans and guarantees were provided to any other person or body corporate.

Particulars of contracts or arrangements with related parties

All contracts/arrangements/transactions entered by the company during the year under review with related parties were in the ordinary course of business and are on an arm's length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. The particulars of such transactions with related parties have been disclosed at note no. 40 in the standalone financial statements as required under IND AS 24- related party disclosures and as specified under section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014, as amended.

For material related party transactions entered by the company during the year company has obtained relevant shareholders'approval under regulation 23 of the listing regulations.

During the year, there were no contracts or arrangements or transactions entered with the related parties other than at arm's length price. Accordingly, there were no transactions during the year ended March 31,2024 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.

The Company has adopted a Policy for dealing with the transactions with related parties in line with the provisions of the Actand Listing Regulations, which is available on the company's website at http:// alphaaeoindia.com/Policies.htm.

Corporate social responsibility (CSR)

In compliance with the provisions of section 135 of the Companies Act, 2013, the board has constituted a corporate social responsibility committee which monitors and oversees various CSR initiatives and activities of the company. The composition of the corporate social responsibility committee is provided in the corporate governance report, which forms part of this annual report.

The company's CSR policy is available on the website at http://alphaaeoindia.com/Policies.htm.

The company is undertaking CSR initiatives in compliance with schedule VII to the Act. During the year under review, the company primarily extended its support to the projects in the areas of promoting education and promoting healthcare. The annual report on CSR activities undertaken during the financial year 2023-24, in terms of the requirements of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended thereof; is annexed as Annexure-V to this report.

Reasons for not spending the amount earmarked for CSR activities:

During the FY 2023-24, the company ought to have spent Rs 25.86 lakhs on CSR activities. The actual spent during the year was T9.01 lakhs. The projects that the company has undertaken for the Financial Year 2023-24 are long-term projects that take time to realize their full potential. Measurable commitments and actions are required to have a positive impact of these projects in society. The company reviews the fund requirements for the concerned projects on time and will disburse funds as per the requests and requirements.

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended thereof the company has deposited the unspent amount of T16.85 lakhs pertaining to the ongoing projects related to CSR, in a separate Bank account called "Unspent CSR Account 2023-24". The amount transferred to the "Unspent

CSR Account 2023-24" will be spent in the specified manner within the prescribed timelines.

Report on corporate governance

Pursuant to regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, a report on corporate governance for the financial year 2023-24 forms an integral part of this report. The requisite certificate from a practicing company secretary confirming compliance with the mandatory requirements relating to corporate governance as stipulated under the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 as amended thereof is attached to the report on corporate governance forming part of this annual report.

Management discussion and analysis report

Management's discussion and analysis report for the year under review, as stipulated under regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, is presented in a separate section, forming part of this annual report.

Risk management

The company continuously identifies the risks that it faces such as strategic, financial, liquidity, regulatory, legal, and other risks and assesses and evaluates the same in line with the overall business objectives, functioning and growth of the company.

The details of the risk management framework and issues related thereto have been explained in the management discussion and analysis report forming part of this annual report.

Business responsibility and Sustainability report

As per the criteria laid under regulation 34 of SEBI Listing regulations 2015, the business responsibility and sustainability report are applicable for top one thousand listed entities based on market capitalization. Therefore, it is not applicable on your company for the financial year ended 31^st March 2024 as company is in top two thousand listed entities based on market capitalization as on 31^st March 2024.

Internal financial controls and its adequacy

The company has in place an adequate internal financial control system with reference to financial statements and such internal financial controls are operating effectively and no deficiencies have been observed during the year under review.

The company's internal control systems are well established and commensurate with the nature of its business and the size and complexity of its operations. The audit committee reviews the adequacy and effectiveness of the company's internal control system.

Reporting of frauds

There were no instances of frauds during the year under review, which required the statutory auditors to report to the audit committee and/or the board under section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Code of conduct

A declaration regarding compliance with the code of conduct signed by the Company's Chairman and Managing Director is annexed with corporate governance report which forms part of this annual report.

Annual Return

In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the draft annual return of the Company for the financial year ended on 31^st March 2024 is available on the website of the Company at the link: https://www.alphaaeoindia. com/Annual%20Returns.htm.

Policy on prevention, prohibition, and redressal of sexual harassment at workplace

The company has a policy for "Prevention and prohibition of sexual harassment of women at workplace" in line with the requirements of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 which aims to provide protection to employees at workplace with the objective of providing a safe working environment. The company has constituted an internal complaints committee to redress complaints regarding sexual harassment. During the year under review, the company has not received any complaints pertaining to sexual harassment. The policy is available on the company's website at: http://www.alphaaeoindia. com/Policies.htm.

Employee's stock option scheme

Stock option to employees is being administered under the scheme titled "Alphageo ESOS 2008". Under this scheme, 2, 35,067 stock options are available for granting to employees and there are no enforceable stock options outstanding as on March 31,2024.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided below:

Significant and material orders passed by the courts / regulators

There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status of the company and its operations in future.

Director's responsibility statements under Section 134 of the Companies Act, 2013

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to directors' responsibility statement, the board of directors of the company hereby confirms that:

i. in the preparation of the annual accounts of the company, both standalone and consolidated, for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under schedule III to the Companies Act 2013, have been followed and that there are no material departures from the same;

ii. the directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company as at March 31,2024 and of the profit for the year ended on that date;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis;

v. adequate internal financial controls have been laid down and such controls are operating effectively;

vi. proper and adequate systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are operating efficiently.

Details of Application made or proceeding pending under Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the financial year.

During the year under review and at the end of financial year 31^st March 2024, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof During the year under review, there has been no one time settlements for Loans from Banks and Financial Institutions have been made.

Acknowledgements

We express our sincere appreciation and thank our valued shareholders, employees, clients, vendors, investors, bankers and other business associates for their co-operation and continued support to the company. We appreciate the sincere and dedicated services of every member of Alphageo family.