To, The Members,
AKI India Limited
Your Directors are pleased to present the 32nd Boards Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements along with the Auditors Report for the Financial Year ended on 31st March, 2026.
1. FINANCIAL RESULTS:
The financial performance of the Company for the Financial Year ended on 31st March, 2026 and for the previous financial year ended on 31st March, 2025 are summarized as below:
(Rs. in Lakhs)
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from Operations | 6471.49 | 6865.83 | 10732.75 | 8096.18 |
| Other Income | 447.52 | 641.51 | 1098.27 | 652.39 |
| Total Income | 6919.01 | 7507.34 | 11831.02 | 8748.57 |
| Total Expenses | 6704.46 | 7245.08 | 11559.90 | 8481.89 |
| Profit Before Exceptional and Extra Ordinary Items and Tax | 214.55 | 262.26 | 271.12 | 266.66 |
| Exceptional Items | 0.00 | 0.00 | 0.00 | 0.00 |
| Profit before Extra-Ordinary Items and Tax/Profit Before Tax | 214.55 | 262.26 | 271.12 | 266.66 |
| Tax Expense: Current Tax | 69.92 | 84.85 | 77.30 | 84.85 |
| Deferred Tax | 0.39 | 14.04 | 0.38 | 14.05 |
| Total Tax expense | 70.31 | 98.89 | 77.68 | 98.90 |
| Profit for the Period | 144.24 | 163.37 | 193.44 | 167.76 |
| Earnings Per Share (EPS) Basic | 0.14 | 0.18 | 0.19 | 0.19 |
| Earnings Per Share (EPS) Diluted | 0.14 | 0.18 | 0.19 | 0.18 |
2. OPERATIONS:
Standalone Basis:
The Total Income for Financial Year 2025-26 was Rs. 6,919.01 Lakhs compared to Rs. 7,507.34 Lakhs for previous Financial Year 2024-25. The Company has incurred Profit Before Tax for Financial Year 2025-26 of Rs. 214.55 Lakhs as compared to Rs. 262.26 Lakhs for previous Financial Year 2024-25. The Net Profit After Tax for the Financial Year 2025-26 is Rs. 144.24 Lakhs as compared to Rs. 163.37 Lakhs for previous Financial Year 2024-25. 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 2025-26 was Rs. 11,831.02 Lakhs compared to Rs. 8,748.57 Lakhs for previous Financial Year 2024-25. The Company has incurred Profit Before Tax for Financial Year 2025-26 of Rs. 271.12 Lakhs as compared to Rs. 266.66 Lakhs for previous Financial Year 2024-25. The Net Profit After Tax for the Financial Year 2025-26 is Rs. 193.44 Lakhs as compared to Rs. 167.76 Lakhs for previous Financial Year 2024-25. 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.
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4. WEBLINK OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rule, 2014, the Annual Return as on 31st March, 2026 is available on the Companys website at www.groupaki.com.
5. SHARE CAPITAL:
A. AUTHORISED SHARE CAPITAL:
The authorized equity share capital of the Company as on 31st March, 2026 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:
The paid-up equity share capital of the Company as on 31st March, 2026 is 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. 2.00/- (Rupees Two Only) each.
6. ALLOTMENT OF SHARES:
A. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY SHARES:
During the year under review, 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 9th June, 2025.
7. DIVIDEND:
To conserve resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2025-26 (Previous Year - Nil).
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
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.
9. TRANSFER TO OTHER EQUITY:
The Profit of the Company for the Financial Year ending on 31st March, 2026 is transferred to profit and loss account of the Company under Reserves and Surplus (i.e. The Equity).
10. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:
The Company has Subsidiary Companies i.e. AKI UK Limited and AKI Castil Shoes LLP. The Company has complied with all compliance related to its Subsidiary Companies. The Company has policy for determining "Subsidiary Company" which is uploaded on the website of the Company.
Statement containing salient features of the Financial Statements of the Subsidiary and Associate Companies 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:
1. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERTIBLE WARRANTS:
The Company had allotted 1,46,73,782 Equity Shares upon conversion of warrants on a Preferential basis at an issue price of Rs. 18.71/- per share (including face value of Rs. 2.00/- and share premium of Rs. 16.71/-) on 9th June, 2025.
12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There is no significant material order passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operations.
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 Companys policies and strategies apart from the Board Matters.
During the year under the review, the Board of Directors met 12 (Twelve) times viz. 15th May, 2025, 22nd May, 2025, 24th May, 2025, 29th May, 2025, 4th June, 2025, 9th June, 2025, 22nd July, 2025, 14th August, 2025, 13th November, 2025, 14th November, 2025, 9th January, 2026 and 12th February, 2026.
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 31st March, 2026 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 31st March, 2026;
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:
1. Secretarial Auditors Report:
The report of the Secretarial Auditor has not made any adverse remark in their Audit Report except:
a) The Company has not complied with the provisions of Regulation 30 read with Schedule III of SEBI LODR Regulations with respect to disclosure of material events / information concerning subsidiary / subsidiaries to the Stock Exchange(s).
Reply:
The Company has taken note of the observation of the Secretarial Auditor and will take necessary steps to ensure timely identification and disclosure of material events/information relating to the Company and its subsidiaries, wherever applicable, in accordance with Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 GIVEN, GUARANTEES GIVEN, SECURITIES COVERED OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The details of loans, guarantees, securities and investments under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statements.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the year under review, the Company has entered into transactions with its related parties in the ordinary course of business and on an arms length basis. All such transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.
The transactions entered into by the Company with its related parties fall within the scope of Section 188(1) of the Companies Act, 2013 and were carried out on an arms length basis and in the ordinary course of business. The transactions did not have any potential conflict with the interests of the Company.
Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into with related parties in the prescribed Form AOC-2 are annexed to this Report as Annexure - II.
The details of transactions with related parties, as required under the applicable Accounting Standards, are disclosed in the notes forming part of the financial statements of the Company.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys 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 Auditors 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:
| Sr. No. Particulars | Amount in Lakhs |
| 1. Balance at the beginning of the year | 394.07 |
| 2. Current Years Profit | 144.25 |
| 3. Adjustment for Income Tax | (65.09) |
| 4. Security Premium | 6,089.63 |
Total |
6,562.86 |
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:
| Sr. No. Foreign exchange earnings and outgo: | F.Y. 2025-26 |
| a. Foreign exchange earnings | 2,793.16 |
| b. CIF Value of Imports | 0.00 |
| c. Expenditure in foreign currency | 0.00 |
| d. Value of imported and indigenous Raw Materials, Components & Spare-parts and Plant & Machinery | 8,096.53 |
24. POLICY ON DIRECTORS 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 Companys Policy on directors 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, under Section 143(12) of the Companies Act, 2013, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.
27. STATE OF COMPANYS 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 BOARDS PERFORMANCE:
The Board evaluated the effectiveness of its functioning, that of the Committees and 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 and 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:
a) For Non-Executive & Independent Directors:
Knowledge; Professional Conduct; Comply Secretarial Standard issued by ICSI Duties; and Role and functions.
b) For Executive Directors:
Performance as leader; Evaluating Business Opportunity and analysis of Risk Reward Scenarios; Key set investment goal; Professional conduct and integrity; Sharing of information with Board; and Adherence applicable government law.
The Directors expressed their satisfaction with the evaluation process.
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 Companys 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 2025-26.
31. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:
During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statements.
32. DIRECTORS AND KEY MANAGERIAL PERSONNELS:
The Directors and Key Managerial Personnels of the Company are summarized below:
| Sr. No. Name | Designation | DIN |
| 1. Ms. Sameena Asad Iraqi? | Whole-time Director | 01668732 |
| Sr. No. Name | Designation | DIN |
| 2. Mr. Mohammad Ajwad | Managing Director | 07902475 |
| 3. Mr. Mohammad Asjad | Non-Executive and Non-Independent Director | 10052579 |
| 4. Mr. Aslam Saeed | Non-Executive and Independent Director | 00996483 |
| 5. Mr. Javed Iqbal | Non-Executive and Independent Director | 01335862 |
| 6. Mr. Raj Krishna Agrawal | Non-Executive and Independent Director | 08018396 |
| 7. Ms. Sarika Agarwal | Non-Executive and Independent Director | 11443308 |
| 8. Mr. Abdul Rashid Khan | Non-Executive and Independent Director | 11431050 |
| 9. Mr. Vequar Amin | Non-Executive and Independent Director | 00037469 |
| 10. Mr. Nandish Shaileshbhai Jani | Non-Executive and Independent Director | 09565657 |
| 11. Ms. Hardika Ladha | Non-Executive and Independent Director | 10942355 |
| 12. Ms. Naba Fatima | Non-Executive and Non-Independent Director | 11807263 |
| 13. Ms. Divya Srivastava | Company Secretary & Compliance Officer | N.A. |
| 14. Mr. Asad Kamal Iraqi | Chief Executive Officer | N.A. |
| 15. Mr. Prabodh Sharma | Chief Financial Officer | N.A. |
Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.
As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.
33. DECLARATION BY INDEPENDENT DIRECTORS:
Ms. Sarika Agarwal, Mr. Abdul Rashid Khan and Mr. Vequar Amin, Independent Directors of the Company have confirmed to the Board that they meet the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.
34. CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding compliance with the conditions of Corporate Governance forms a part of this Annual Report as Annexure - IV.
35. DEPOSITS:
As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.
36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors, the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.
37. AUDITORS AND THEIR REPORT:
A. Statutory Auditor:
M/s. R K Parmarthi & Co., Chartered Accountants, Kanpur (FRN.: 001121C), was appointed as the Statutory Auditor of the Company for a period of five consecutive financial years, commencing from the financial year 2025-26 and continuing up to the financial year 2029-30, to hold office from the conclusion of the 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2030.
The Auditors report for the Financial Year ended on 31st March, 2026 has been issued with an unmodified opinion, by the Statutory Auditor.
B. Secretarial Auditor:
M/s. Jitendra Parmar and Associates, Company Secretaries, Ahmedabad, having FRN: S2023GJ903900, were appointed as the Secretarial Auditors of the Company by the Members at the Annual General Meeting held in the year 2025 for a period of five consecutive years commencing from the Financial Year 2025-26 up to the Financial Year 2029-30, pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as Annexure - V in Form MR-3.
C. Internal Auditor:
The Board of Directors has appointed M/s. Sameer Kochhar & Co., (FRN: 005126C) Chartered Accountants, Kanpur, as the Internal Auditor of the Company to conduct the Internal Audit for the Financial Year 2025-26.
The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board of Directors from time to time. The Internal Auditor also reviews the adequacy and effectiveness of the internal control systems and processes of the Company, as applicable.
38. DISCLOSURES:
A. Composition of Audit Committee:
During the year under review, meetings of members of the Audit Committee as tabulated below, were held on 22nd May, 2025, 9th June, 2025, 22nd July, 2025, 14th August, 2025, 13th November, 2025, 14th November, 2025 and 12th February, 2026, the attendance records of the members of the Committee are as follows:
| Name | Status | No. of the Committee Meetings entitled | No. of the Committee Meetings attended |
| Mr. Javed Iqbal? | Chairperson | 6 | 6 |
| Mr. Aslam Saeed? | Member | 6 | 6 |
| Mr. Raj Krishna Agarwal? | Member | 6 | 6 |
| Mr. Abdul Rashid Khan? | Chairperson | 1 | 1 |
| Ms. Sarika Agarwal4 | Member | 1 | 1 |
| Mr. Veqarul Amin5 | Member | 1 | 1 |
| Ms. Hardika Ladha6 | Chairperson | NA | NA |
| Mr. Nandish Shaileshbhai Jani7 | Member | NA | NA |
| Mr. Mohammad Ajwad7 | Member | NA | NA |
B. Composition of Nomination and Remuneration Committee:
During the year under review, meeting of the members of the Nomination and Remuneration Committee, as tabulated below, was held on 9th January, 2026 and the attendance records of the members of the Committee are as follows:
| Name | Status | No. of the Committee Meetings entitled | No. of the Committee Meetings attended |
| Mr. Raj Krishna Agarwal? | Chairperson | 1 | 1 |
| Mr. Javed Iqbal? | Member | 1 | 1 |
| Mr. Aslam Saeed? | Member | 1 | 1 |
| Ms. Sarika Agarwal4 | Member | NA | NA |
| Mr. Abdul Rashid Khan? | Chairperson | NA | NA |
| Mr. Veqarul Amin5 | Member | NA | NA |
| Ms. Hardika Ladha6 | Chairperson | NA | NA |
| Mr. Nandish Shaileshbhai Jani7 | Member | NA | NA |
| Mr. Mohammad Asjad7 | Member | NA | NA |
C. Composition of Stakeholders Relationship Committee:
During the year under review, meeting of members of Stakeholders Relationship Committee as tabulated below, was held on 22nd September, 2025 the attendance records of the members of the Committee are as follows:
| Name | Status | No. of the Committee Meetings entitled | No. of the Committee Meetings attended |
| Mr. Aslam Saeed? | Chairperson | 1 | 1 |
| Mr. Javed Iqbal? | Member | 1 | 1 |
| Mr. Raj Krishna Agarwal? | Member | 1 | 1 |
| Ms. Sameena Asad Iraqi? | Member | NA | NA |
| Mr. Abdul Rashid Khan4 | Member | NA | NA |
| Mr. Mohammad Ajwad6 | Member | NA | NA |
| Ms. Sarika Agarwal5 | Chairperson | NA | NA |
| Ms. Hardika Ladha7 | Chairperson | NA | NA |
| Mr. Nandish Shaileshbhai Jani8 | Member | NA | NA |
| Mr. Mohammad Asjad8 | Member | NA | NA |
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 number of complaints were received under the POSH Act and the rules framed thereunder 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:
The provisions relating to maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
42. DEMATERIALISATION OF EQUITY SHARES:
Pursuant to the applicable provisions and directions issued by the Securities and Exchange Board of India (SEBI), the equity shares of the Company are required to be held in dematerialized 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 has been allotted the International Securities Identification Number (ISIN): INE642Z01026. Accordingly, the equity shares of the Company are presently held and traded in dematerialized form.
43. COMPLIANCE OF MATERNITY BENEFITS ACT, 1961:
The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.
44. 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.
45. 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 and the valuation done while taking loans taken from Banks and Financial Institutions along with the reasons thereof is not applicable to the Company
46. 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.
Registered Office:
D-115, Defence Colony, Jajmau, Shiwasn Tannery, Kanpur Nagar, Jajmau, Uttar Pradesh, India - 208010By the Order of the Board of AKI India Limited |
Place: Kanpur |
Date: 1st September, 2026 |
Sd/- |
Mohamed Asjad |
| Director |
| DIN: 10052579 |
Sd/- |
Mohamed Ajwad |
| Managing Director |
| DIN: 07902475 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
