Your Directors are pleased to present the Fourth (04th) Annual Report of Alphalogic Industries Limited (“the Company”) along with the Audited Standalone Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2023-24 is summarized:

2. OPERATIONS

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 4,830.93 Lacs in comparison to Rs. 1,823.14 Lacs in the previous year, showing an increase in business activities of the Company.

The Profit before tax has increased by Rs. 18.17 Lacs showing Rs. 311.38 Lacs in current year, which leads to an increase in profit after tax of Rs. 15.51 Lacs showing Net Profit of Rs. 234.92 Lacs. "

3. DIVIDEND

Your Board does not recommend any dividend for the financial year 31st March 2024 under review and the profit is ploughed back for the business.

4. AMOUNT TRANSFERRED TO RESERVE

The company has not transferred any amount to any specific reserve fund during the financial year under review."

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the Company during the year under review."

6. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. SHARE CAPITAL

The authorized share capital of the company as on 31st March 2024 was Rs. 11,00,00,000.00 divided into 1,10,00,000 equity shares of Rs. 10 each.

The paid-up share capital of the company as on 31st March 2024 was Rs. 10,18,92,000.00 divided into 1,01,89,200 equity shares of Rs. 10 each.

During the year under review, the authorized share capital of the company has increased from Rs.

5.10.00. 000/- divided into 51,00,000 equity shares of Rs. 10 each to Rs. 11,00,00,000/- divided into

1.10.00. 000 equity shares of Rs. 10 each on 18th November 2023.

The Company, as per the Ordinary Resolution passed through postal ballot e-voting process issued Bonus Equity shares on 18th November 2023. Company allotted 50,94,600 Bonus Equity shares on 02nd December 2023.

The Company has made a Public Issue of 13,41,600 equity shares listed on the SME Platform of the BSE Limited.

The Company issued Bonus Equity shares on 15th May 2023. Company allotted 34,40,250 Bonus Equity shares on 18th May 2023.

7. HUMAN RESOURCE & EMPLOYEE RELATIONS

Employee relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.

8. CORPORATE GOVERNANCE

Since your Company’s Equity Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance provisions under SEBI Listing Regulations are not applicable to the Company.

9. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ‘Code’) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/ Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

10. DIRECTORS’ RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the annual accounts for financial year ended 31st March 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;"

ii) That the Directors have selected such accounting policies and applied them consistently 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 at the end of financial year and of the profit and loss of the Company for that period;"

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;"

iv) That the Directors have prepared the annual accounts on a going concern basis;

v) That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNELa) Retirement by Rotation

Mrs. Krina Gandhi, Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible to offer herself for re-appointment."

The Board recommends her reappointment."

b) Change in DirectorsDuring the year under review:

Mr. Dhananjay Subhash Goel (DIN: 08290798), Mrs. Neha Anshu Goel (DIN: 08290823), Mr. Subhash Tarachand Goel (DIN: 08290780), Mrs. Sushiladevi Subhash Goel (DIN: 08290830) and Mrs. Vandana Sanjay Goel (DIN: 09026502) tendered their resignation from the Board of Directors of the Company with effect from 18th May 2023.

Mr. Amar Raykantiwar having DIN: 09438320 was appointed as Additional Non-Executive Independent Director of the company with effect from 18th May 2023. Subsequently, his appointment was regularized at the Annual General Meeting held on 23rd September 2023."

Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. Details of the proposal for appointment/re- appointment of Directors are mentioned in the Notice of the Annual General Meeting."

c) Appointment of Key Managerial PersonnelDuring the year under review:

- Mr. Montubhai Gandhi having PAN: A*****804G was appointed as the Chief Executive Officer of the company with effect from 18th May 2023.

- Mrs. Krina Gandhi having PAN: A*****520R was appointed as the Chief Financial Officer of the company with effect from 18th May 2023.

- Mrs. Aayushi Khandelwal having PAN: G*****972F was appointed as Company Secretary and Compliance Officer of the company with effect from 18th May 2023.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies as at the end of financial year 2023-24.

13. NUMBER OF MEETINGS OF THE BOARD

Nine Meetings of the Board of Directors were held during the financial year 2023-24:

The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on February 14, 2024 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, contents and timeliness of the flow of information between the Management and the Board and its’ Committees which is necessary to effectively and reasonably perform and discharge their duties.

14. NUMBER OF MEETINGS OF THE SHAREHOLDERS

15. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors and Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

17. COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had Four committees: the audit committee, the nomination and remuneration committee, the stakeholders’ relationship committee and the management committee. The committees consist of optimum number of independent directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meetings held on May

18. 2023, constituted an Audit Committee in compliance under Section 177 of the Companies Act, 2013, read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, with the following members:

*Mrs. Neha Anshu Goel resigned from the Board of Directors and the Management Committee with effect from 18th May 2023.

During the year under review, Four meetings of the Management Committee were held on 18th May, 2023 and 11th August, 2023, 07th November, 2023 and 14th February 2024

18. INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2023-24 were on Arm’s Length Basis and were in the Ordinary Course of business. There were no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC- 2, is appended as “Annexure A” to the Board report.

21. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There were no Material Changes and Commitment Between the end of Financial Year and Date of the Board Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption do not apply to the Company. Accordingly, these particulars have not been provided."

There was no foreign exchange inflow or outflow during the year under review.

23. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the “Annexure B” forming part of this report.

24. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence

of a director and other matters provided under sub- section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is placed on w e b s i t e o f t h e c o m p a n y a t www.alphalogicindustries.com.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism for Directors and Employees of the Company to approach the Internal Complaint Committee and to report instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct and other genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

26. ANNUAL RETURN

The Annual Return of your Company as on March 31, 2024, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 available on Company’s Website at www.alphalogicindustries.com.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBl Listing Regulations, the Management Discussion and Analysis Report forms part of this Report and is enclosed herewith as “Annexure - C”.

28. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) and 25 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

31. AUDITORS & AUDITORS’ REPORT

The Board has Appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W) as Statutory auditor of the company to hold office until the conclusion of 6th Annual General Meeting (AGM) of the Company.

The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. Further, the notes referred to by the Auditors in their Report are self-explanatory and hence do not require any explanation.

32. SECRETARIAL AUDITOR AND THEIR REPORT

The Company had appointed Mrs. Anuradha Acharya, Practicing Company Secretary, as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company. The Report of the Secretarial Audit is annexed herewith as “Annexure D”.

33. INTERNAL AUDITOR AND THEIR REPORT

The Internal Audit function provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. The Company has appointed Mr. Anand Acharya, Practicing Company Secretary, Raipur, as an Internal Auditor of the company according to the provision of section 138 of the Companies, Act 2013 read with rule 13 of Companies (Accounts) Rules, 2014 for conducting Internal Audit of Company for the financial year 2023-24. The Board and Audit Committee periodically reviews the Internal Audit Reports and the adequacy and effectiveness of the internal controls. Significant Audit observations, corrective and preventive actions thereon are presented to the Board and Committee on a quarterly basis."

34. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditors has not reported to the Board, 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

35. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

36. SECRETARIAL STANDARDS

The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2, relating to ‘Meeting of the Board of Directors’ and ‘General Meeting’, respectively, have been duly followed by the Company.

37. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India."

38. DETAILS OF DIFFERENCES 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:

Your company had not made any one-time settlement with any of its lenders.

39. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There were no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

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

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) the Company as a Policy with zero tolerance for any misconduct related to sexual harassment of women at workplace. During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

41. DISCLOSURES

Your Company has always believed in providing a safe and harassment free workplace for every individual working in company’s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received by the company.

42. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their stupendous efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers and all other business associates and the Government authorities for their continuous support given to the Company and their confidence in the management.