Alankit Ltd

To,

The Members,

ALANKIT LIMITED

NEW DELHI

The Directors have immense pleasure in presenting their 35th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the Financial Year ended 31st March 2024.

THE STANDALONE AND CONSOLIDATED FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on 31st March, 2024 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013.

Certain key aspects of the Company's Financial Performance during the Financial Year ended March 31st, 2024, as compared to the Previous Financial Year are summarized below:

(Rs. in Lakhs)

REVIEW OF OPERATIONS

Due to the continuous efforts made by the Company, the Company has been able to conduct its operations with agility and resilience and managed to earn a remarkable profit for the year under review.

Further Your Company's Net Sales/Income from Operation has increased by 16.12%. The Directors are making continuous efforts to increase Profitability of the Company.

Some of the highlights of the operations for the year are:

STANDALONE

During the year, your Company recorded total revenue of Rs. 12,928.72 lakhs as compared to Rs. 10,993.46 lakhs in previous year. The Profit after tax for the year stood at Rs. 1,547.29 lakhs as against previous year's Rs. (418.92) lakhs.

CONSOLIDATED

During the year, consolidated revenue was Rs. 24754.62 lakhs as compared to Rs. 32177.44 lakhs in previous year. The Profit after Tax for the year stood at Rs. 2198.04 lakhs as against the previous year's Rs. (3,512.66) lakhs.

Further the company is continuously directing its efforts to achieve better financial and operational results.

DIVIDEND

Considering the need to conserve resources for meeting future expansion plans which will contribute to long-term shareholders value, your Board has not recommended any dividend for the Financial Year 2023-24.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2023-24 in the distributable retained earnings, hence there was no amount transferred to any of the reserves by the Company during the year under review.

PUBLIC DEPOSITS

The Company has not accepted/ hold/ any deposits from public within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 during the year under review. Hence the requirement for furnishing the details relating to deposits covered under Chapter V of the Act is not applicable.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31st March, 2024, is Rs. 40,00,00,000 comprising of 40,00,00,000 Equity Shares of Re 1 each.

During the financial year under review, the Authorised Share Capital of the Company increased from Rs. 26,00,00,000/- comprising of 26,00,00,000 Equity Shares of Re. 1.00 each to Rs. 40,00,00,000/- comprising of 40,00,00,000 Equity Shares of Re 1.00 each pursuant to the resolution passed in Extra-Ordinary General Meeting held on 11th March, 2024.

The Paid-up Share Capital of the Company as on 31st March, 2024, is Rs. 27,11,58,100 comprising of 27,11,58,100 Equity Shares of Re 1 each.

Pursuant to the allotment of 4,66,00,000 Equity Shares of face value Re. 1/- on 30th March 2024 on preferential issue basis, the paid up capital of the Company has been increased from 22,45,58,100 to 27,11,58,100 Equity Shares of Re. 1/-each.

Further the Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31st March, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI LODR Regulations, is appended to the Annual Report, and gives details of the industry structure, developments, opportunities, threats, performance and state of affairs of the Company's business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2023-24, and is annexed as Annexure 5.1.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE). The Company is regular in paying Annual Listing Fees to both the stock exchanges.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India

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

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of Non Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-Executive Directors in the aforesaid meeting. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial controls established and maintained by the Company, work performed by the Internal, Statutory, Secretarial Auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews undertaken by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2023-24.

Pursuant to the provisions of Section 134 of the Act, the Directors state that:

a) in the preparation of annual accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards have been followed and there were no material departures requiring any explanation;

b) they have 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 the Financial Year and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared annual accounts on a 'going concern' basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has a Corporate Social Responsibility ('CSR') Committee in place. The CSR Committee has formulated and recommended to the Board, the Corporate Social Responsibility Policy of the Company which has been approved by the Board. The Annual Report on CSR activities/initiatives which includes the contents of the CSR Policy, composition of the Committee and other particulars as specified in Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are disclosed in Annexure 5.2 to this Report.

CORPORATE GOVERNANCE

In compliance with Corporate Governance requirements as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Further in compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance for the year under review, along with the Certificate from the Auditors confirming compliance with the conditions of Corporate Governance, is annexed as Annexure 5.3, forming part of this Report.

We ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long term shareholder value but also to respect the rights of minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership and governance of the company.

CFO CERTIFICATION

The Chief Financial Officer has duly given a certificate to the Board as contemplated in Regulation 17(viii) of the listing agreement.

Pursuant to Regulation 33(2)(a) the CFO is required to sign the Certificate of the Company certifying that the financial results do not contain any false or misleading statement or figures and do not omit any material fact, which may make the statements or figures contained therein misleading. The CFO has given the Certificate to fulfill the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 requirement is annexed as Annexure 5.4, forming part of this Report.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE

The Audited Annual Consolidated Financial Statements forming part of the Annual Report have been prepared in accordance with the Companies Act, 2013 ('the Act'), Indian Accounting Standards (Ind AS) 110 - 'Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 - 'Investments in Associates and Joint Ventures', notified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

The Company has the following Subsidiaries as on 31st March, 2024:

*Note: Name of "Verasys Technologies Private Limited" has been changed to "Verasys Private Limited" with effect from 18th day of July, 2024.

A Report on the highlights of the performance of each of the Company's subsidiaries and their contribution to the overall performance of the Company for the Financial Year ended 31st March, 2024, pursuant to the provisions of Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC-1 is annexed herewith in Annexure 5.5 to this Report.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company, and Audited Accounts of each of its subsidiaries are available on the website of the Company, www.alankit.in. Members who wish to inspect these documents can send an e-mail to investor@alankit.com.

MATERIAL SUBSIDIARY

Alankit Imaginations Limited, Verasys Technologies Private Limited* and Alankit Forex India Limited are material subsidiaries of the Company as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors of the Company has approved a Policy for determining material subsidiary which is in line with the Listing Regulations and the same is hosted on the website of the Company at https://www.alankit.in/pdf/Policy/Policy on material subsidiary.pdf

Secretarial Audit Reports of material subsidiaries, as required under Regulation 24A of SEBI (Listing Obligations and Disclosure on the operations of the Company Requirements) Regulations, 2015 are given in Annexure 5.6 to this Report.

*Note: Name of "Verasys Technologies Private Limited" has been changed to "Verasys Private Limited" with effect from 18th day of July, 2024.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a well-established internal financial controls framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of internal financial controls. The management is committed to ensuring an effective internal financial controls environment, commensurate with the size and complexity of the business, which provides an assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

During the Financial year, no material or serious observations were received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The company received demand notices amounting to Rs.17460.95 Lakh under section 156 of the Income Tax Act, 1961 with respect to assessment years 2010-11 to 2020-21. The company has filed an appeal with the appropriate authorities against the said tax demand. As per the legal opinion obtained by the company the said demand is not tenable.

Apart from the above, there have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than as mentioned in the 'Operations' section of this Directors' Report.

Further, there has been no change in the nature of business.

DECLARATION AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

Further, in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors states that in the opinion of the Board, Mr. Ashok Kumar Sinha and Ms. Meenu Agrawal, have been appointed as Additional Director for 5 years in the Category of Independent Director pursuant to the resolution passed in the Board Meeting of the Company held on 23rd May, 2024 and 2nd July, 2024 respectively, they both possess relevant expertise and experience.

BOARD MEETINGS

During the Financial Year 2023-24, Four (4) Board Meetings were held, the details of which are given in the Corporate Governance Report, forming part of this Report.

Further the intervening gap between two Board meetings did not exceed the time limit prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with an optimum combination of Executive Director, NonExecutive Non-Independent Directors, Independent Directors and Women Directors.

During the Financial Year 2023-24, following changes have been occurred in the composition of Board of Directors and Key Managerial Personnel:

• Dr. Mathew Thomas (DIN: 08991251) has retired as an Independent Director of the Company on completion of his second term as an Independent Director on 09th day of August, 2023.

• Ms. Suchita Kabra (M.No. A56741) has resigned as the Company Secretary of the Company, with effect from 12th day of May, 2023.

• Ms. Manisha Sharma (M.No. A58430) has been appointed as the Company Secretary and Compliance Officer of the Company, with effect from 01st day of August, 2023.

Further from the closure of the financial Year 2023-24 and to the date of this report following changes has taken place respectively:

• Mr. Ashok Shantilal Bhuta (DIN: 05336015) has retired as an Independent Director of the Company on completion of his second term as an Independent Director on 25th May, 2024.

Consequently, he also ceased to be Chairman and Member in the following Committees:

• Audit Committee (Member)

• Nomination & Remuneration Committee (Chairman)

• Stakeholder Relationship Committee (Member)

• Corporate Social Responsibility Committee (Member)

• Risk Management Committee (Chairman)

The Board places on record its gratitude for the valuable contribution made by Mr. Ashok Shantilal Bhuta (DIN: 05336015) during his tenure as an Independent Director.

• the Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Mr. Ashok Kumar Sinha (DIN: 08812305) as an Additional Director of the Company in the category of Independent Director in the Board Meeting of the Company held on 23rd May, 2024, whose appointment is due for the approval of the Members of the Company in the 35th Annual General Meeting of the Company.

The proposal to appoint Mr. Ashok Kumar Sinha (DIN: 08812305) is covered in the Notice of AGM as Special Business.

Mr. Ashok Kumar Sinha (DIN: 08812305) has given the declaration of independence to the Company stating that he meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

• Mr. Yash Jeet Basrar (DIN: 00112857) has retired as an Independent Director of the Company on completion of his second term as an Independent Director on 3rd July, 2024, accordingly, Mr. Yash Jeet Basrar ceased to be the Director of the Company with effect from 3rd July, 2024.

Consequently, he also ceased to be the Chairman and Member in the following Committees:

• Audit Committee (Chairman)

• Nomination & Remuneration Committee (Member)

• Stakeholder Relationship Committee (Chairman)

• Corporate Social Responsibility Committee (Chairman)

• Risk Management Committee (Chairman)

• Managemnent Committee (Member)

The Board places on record its gratitude for the valuable contribution made by Mr.

• Yash Jeet Basrar during his tenure as an Independent Director.

• The Board of Directors, upon recommendation of the Nomination and Remuneration Committee, appointed Ms. Meenu Agrawal (DIN: 10679504) as an Additional Director of the Company in the category of Independent Director in the Board Meeting of the Company held on 3rd July, 2024, whose appointment is due for the approval of the Members of the Company in the 35 th Annual General Meeting of the Company.

The proposal to appoint Ms. Meenu Agrawal (DIN: 10679504 covered in the Notice of AGM as Special Business.

Ms. Meenu Agrawal (DIN: 10679504) has given the declaration of independence to the Company stating that she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

• DIRECTOR LIABLE TO RETIRE BY ROTATION : In accordance with the provisions of the Companies Act, 2013, Mr. Raja Gopal Reddy Guduru (DIN : 00181674), Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, brief resume and other information of all the Directors proposed to be appointed/re-appointed are given in the Notice of the forthcoming AGM.

• Mr. Ankit Agarwal (DIN: 01191951) has been reappointed as the Managing Director of the company w.e.f. 26th May 2024.

STATUTORY AUDITORS

This is to inform to the members of the Company that M/s. Kanodia Sanyal & Associates, Chartered Accountants, (having FRN: 08396N), Chartered Accountants, New Delhi, were appointed as the Statutory Auditors of the Company to fill the casual vacancy created by the resignation of M/S Nemani Garg Agarwal & Co., Statutory Auditors w.e.f. 11.08.2023.

Further, M/s. Kanodia Sanyal & Associates, Chartered Accountants, (having FRN: 08396N), New Delhi, were re-appointed as the Statutory Auditors at the 34th Annual General Meeting of the Company held on 26th September, 2023 for a period of five years , to hold office from the conclusion of 34th Annual General Meeting until the conclusion of 39th Annual General Meeting of the Company for the Financial Year ended 31st March, 2028, on a remuneration as approved by the Board and mutually agreed with the Statutory Auditors.

Pursuant to Section 139 and 141 of the Act and relevant Rules prescribed thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the Financial Year 2023-24 and there is no qualification, adverse remark or disclaimer given by the Auditors in their Report.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules framed thereunder, M/s. N. C. Khanna, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The report of the Secretarial Auditor in Form MR-3 is annexed as Annexure 5.6 to this Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark. The Company complies with all applicable secretarial standards.

AUDITOR'S STATEMENT

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have 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.

STATE OF COMPANY'S AFFAIRS

Alankit Limited, the flagship enterprise of the Alankit Group, stands out as a premier leader in India's Financial and e-Governance services sector. Proudly listed on the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE), Alankit Limited leverages its dynamic team of professionals from its Delhi headquarters and extensive PAN India network to drive seamless operations and unparalleled service delivery nationwide.

Alankit Limited excels in delivering e-Governance solutions efficiently to millions of citizens through its vast network of 26 Regional Offices, spread over 10,000 business locations across 673 cities. Serving more than 100 million retail customers, the Company continues to grow steadily by consistently adding new business lines each year, ensuring robust and sustained expansion.

With over three decades of experience, Alankit Limited has consistently liaised with various government departments in India to ensure transparency and efficiency in service delivery. Over the years, the company has evolved into an industry leader by building a robust infrastructure and cultivating a competent workforce to meet the changing demands and needs of its customers.

A. Conservation of Energy

Since the Company does not own any manufacturing facility and the Company is engaged in providing e-governance services and e-governance products and such operations do not account for substantial Electricity, Gas & Steam, Power, Water or any other kind of energy consumption. However, the company is taking all possible measures to conserve the energy.

However, the requirements pertaining to disclosure of particulars relating to conservation of energy is not applicable on the Company but being the responsible corporate citizen, your company is continuously looking for new ways of conservation of energy and wastes minimization for the protection of environment. The eco-friendly initiatives adopted by your company are:

• Installation of LED lights in all the offices nationwide.

• Implementing energy conservation schemes.

• Awareness programs for employees at all levels and for community.

• Promoting the use of alternative fuels and materials.

B. Technology Absorption and Research & Development

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

C. Foreign Exchange Earnings and Outgo

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further the Company has been in compliance of Section 197 of the Companies Act, 2013 with respect to the payment of remuneration to its Key Managerial Personnels.

Further The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is appended as annexure 5.7 to this report.

COMPOSITION OF VARIOUS COMMITTEES OF THE BOARD

The following Committees have been constituted by the Company:

• AUDIT COMMITTEE

The Company has a well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

By virtue of cessation of Mr. Ashok Shantilal Bhuta and Mr. Yash Jeet Basrar, the Audit Committee has been reconstituted.

As on the date of this report, the composition of the Audit Committee is provided as below:

• NOMINATION AND REMUNERATION COMMITTEE:

The Company has duly constituted Nomination and Remuneration Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

By virtue of cessation of Mr. Ashok Shantilal Bhuta and Mr. Yash Jeet Basrar, the Nomination and Remuneration Committee has been reconstituted.

As on the date of this report, the composition of the Nomination and Remuneration Committee is provided as below:

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has duly constituted Stakeholder Relationship Committee as per the requirements prescribed under Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

By virtue of cessation of Mr. Ashok Shantilal Bhuta and Mr. Yash Jeet Basrar, the Stakeholder Relationship Committee has been reconstituted in the following manner:

MANAGEMENT COMMITTEE

By virtue of cessation of Mr. Yash Jeet Basrar, the Management Committee has been reconstituted in the following manner:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

By virtue of cessation of Mr. Ashok Shantilal Bhuta and Mr. Yash Jeet Basrar, the Corporate Social Responsibility Committee has been reconstituted in the following manner:

RISK MANAGEMENT COMMITTEE

By virtue of cessation of Mr. Ashok Shantilal Bhuta and Mr. Yash Jeet Basrar, the Risk Management Committee has been reconstituted in the following manner:

RELATED PARTY TRANSACTIONS

The Company has formulated and put in place policy on materiality of related party transactions and also a policy on dealing with related party transactions with the Company. For Related Party

Transactions, please refer note no. 35 of Financial Statements of the Company for the financial year 2023-24.The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2 , is annexed as Annexure 5.8 of this report.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS

Pursuant to Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, disclosures relating to loans, advances and investments as on 31st March 2023 are given in the Notes to the Financial Statements in Note No. 6 and 13.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy and established a Vigil Mechanism in compliance with provisions of the Act and the Listing Regulations for the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Policy is available at the Company's website and can be accessed at: https://www.alankit.in/policiespage.aspx

NOMINATION. REMUNERATION AND BOARD DIVERSITY POLICY

The Board has adopted a Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto. The Policy governs the criteria to pay equitable remuneration to the Directors, Key Managerial Personnel (KMP), senior management (as defined below) and other employees of the Company and to harmonise the aspirations of human resources with the goals of the Company.

The Policy aims to act as a guide to the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management, ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully, ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks and ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

The Nomination and Remuneration Policy is available at the Company's website and can be accessed at: https://www.alankit.in/policiespage.aspx.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

Your Company treats its employees equally, with dignity and with no gender bias. Your Company believes and ensures that all employees work in an environment that is free from all kinds of harassments including sexual harassment of women, This is enshrined in values and in the Code of Ethics & Conduct of the Company.

Further your Company has zero-tolerance for Sexual Harassment of Women at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. Your Company has constituted an Internal Complaints Committee (ICC), to inquire into the complaints of Sexual Harassment and to recommend appropriate action.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2023-24:

No. of Complaints received: Nil No. of Complaints disposed of: Nil

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors/ Secretarial Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed there under.

RISK MANAGEMENT

The Company has a robust risk management framework to identify, measure, manage and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Company's competitive advantage.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The risk management framework is reviewed periodically by the Board, Audit Committee and Risk Management Committee.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act, 2013 ('Act'), read together with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof ('IEPF Rules'), the Company has transferred Rs. 64,985 (Rupees Sixty Four Thousand Nine Hundred and Eighty Five Only) to the IEPF, during the Financial Year 2023-24, being unpaid/unclaimed dividend amounts relating to the Financial Year Financial Year 2015-16 (Final), respectively.

Pursuant to the provisions of the IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st March, 2024 (as on the date of closure of previous financial year) on the website of the Company

(https://www.alankit.in/unpaid-dividend-list.aspx).

Dividend due to be transferred to IEPF during Financial Year 2024-25

Dividend History for the last 7 years is as under:

It is to be noted that since no dividend has been declared for the Financial Year 2022-23, hence the Company is not required to make any transfer to IEPF for the Financial Year 202223.

Transfer of Shares to the Demat Account of Investor Education and Protection Fund Authority

In terms of the provisions of Section 124(6) of the Act, read with the relevant Rules made thereunder, 4800 Equity Shares of the Company, in respect of which dividend was unpaid or unclaimed for the Financial Year 2015-16 (Interim), has been transferred to the Demat Account of the IEPF Authority maintained with National Securities Depository Limited, during the Financial Year 2023-24.

Further, the voting rights in respect of shares transferred to the Demat Account of the IEPF Authority shall remain frozen, until the rightful owner claims the shares. Members may note that shares as well as unclaimed dividend transferred to the IEPF Authority can be claimed back. Concerned shareholders are advised to visit http://www.iepf.gov.in/IEPF/refund.html for lodging claim for refund of shares or dividend from the IEPF Authority.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended 31st March, 2024, is available on the website of the company at https://www.alankit.in/annual-return.aspx.

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

The above clause is not applicable as the Company has not entered in to any one time settlement with the Banks or Financial Institutions and no valuation has been performed by the Company in this regard.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: -

There are no application pending against the Company proceedings either filed by the Company or against the Company pending under the Insolvency and Bankruptcy Code 2016 as amended before the National Company Law Tribunal or other Courts as on 31st March 2024.

APPRECIATION

Your Directors take this opportunity to express their grateful appreciation for the continued support and co-operation received from the company's valued customers and esteemed shareholders for the support and confidence reposed by them in the management of the Company and look forward to the continuance of this mutually supportive relationship in future.

Your Directors also place on record their appreciation and gratitude to all the Departments of Government of India, Central Government, State Government, Tax Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Financial Institutions, Stock Exchanges, Banks and other governmental/ Semi governmental bodies and look forward to their continued support in all future endeavors.

Your Directors also wish to place on record their appreciation for the continued cooperation received from all the vendors, dealers, investors and business associates for the support provided by the financial institutions, bankers and stock exchanges.

Your Directors also wish to place on record their sincere appreciation for the diligent efforts, hard work and commitment put in by all ALANKIT employees.

Inspired by this Vision, driven by Values and powered by internal Vitality, we look forward to delivering another year of value adding growth.