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Alacrity Securities Ltd Directors Report

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Nov 6, 2026|04:01:00 PM

Alacrity Securities Ltd Share Price directors Report

Dear Members,

The Board of Directors are pleased to present the Company 32nd Annual Report and the Companys audited financial statements
for the financial year ended March 31,2026.

1. OPERATING RESULTS

The operating results of the Company for the year ended March 31,2026 are as follow: Amount in Lakhs

Y ear ended 31st March 2026 Year ended 31st
March 2025

Revenue from Operations

41,067.78 57007.49

Profit before tax from continuing operations

860.01 1588.94

Tax Expenses (IncludingDeferred Tax)

239.02 385.42

Profit after Tax

620.99 1204.50

Total Income for the year

620.99 1204.50

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANYS AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 41,067.78 Lakhs (previous year Rs.
57007.49 Lakhs).

The profit after tax (including other comprehensive income) is at Rs. 620.99 Lakhs (previous year Rs. 1204.50 Lakhs).

4. SHARE CAPITAL

Authorised Share Capital: The Authorised Share Capital of the Company is Rs. 52,00,00,000 divided in to 5,20,00,000 Equity
Shares of Rs. 10/- each.

Issued Subscription and Paid-up Share Capital: The Issued Subscription and Paid-up Share Capital of the Company is
Rs. 46,66,00,000 divided in to 4,66,60,000 Equity Shares of Rs. 10/- each.

5. DIVIDEND

Your directors are pleased to recommend a final dividend of Re. 0.10 (1%) per equity share of the face value of Rs. 10/- each, fully
paid-up, for the financial year ended March 31, 2026, subject to the approval of the shareholders at the ensuing Annual General
Meeting.

6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of
the Annual Report.

7. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act,
2013.

9. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as
Annexure A to Directors Report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major
risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management
Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk
management policy is available on the website of the Company.

11. INTERNAL CONTROL SYSTEM

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the
vision of the Company "To be the most sustainable and competitive Company in our industry". The Companys internal control
systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested
and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning
of section 186 of the Companies Act, 2013 and the rules made thereunder.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the
applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel
etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014.

However, the details of the transactions with Related Party are provided in the Companys financial statements (note 26) in accordance with
the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions
which are foreseen and repetitive in nature.

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All
employees (permanent, contractual, temporary, trainees) are covered under the said policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review:

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

r

15. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2025-26
https://www.alacritysec.com/annual-reports.php

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 07 times on 27/05/2025, 09/07/2025, 11/08/2025, 05/09/2025, 11/11/2025, 29/01/2026 &
13/03/2026.

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Company Act, 2013 The Board of Directors of the Company hereby confirm:

* That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no
material departure.

* That the selected accounting policies were applied consistently and the Directors 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 as on 31st March, 2026, and that of the profit of
the Company for the year ended on that date.

* That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

* That the annual accounts have been prepared on a going concern basis.

* The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively.

* 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.

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY DURING THE YEAR

There are no material changes and commitments affecting the financial position of the Company occurred during the financial
year.

20. PARTICULARS OF EMPLOYEES AND RENUMERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out
in the said Rules, if any, forms part of the Report.

The policy is available on the Companys website, www.alacritvsec.com.

21. DIRECTORS

Mr. Kishore Vithaldas Shah (DIN: 01975061) is liable to retire by rotation in this ensuing Annual General Meeting and being eligible
he has offered himself for reappointment. Your directors recommend his reappointment. Pursuant to the provisions of Section 149 of
the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013.

provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing
Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS,

THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and
Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract,
retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity
with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/
criteria while recommending the candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in
Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.

24. STATUTORY AUDITORS

The Members of the Company in the Annual General Meeting held on 30th September 2022 appointment of M/s. CLB &
Associates Chartered Accountants (FRN 124305W) as Statutory Auditor of your company for a period of 5 years from the
conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027.

25. INTERNAL AUDITORS

M/s HP Bhalekar & Associates Chartered Accountants, were appointed as internal auditors by the Board for the financial year
2025-26 and who have issued their reports.

26. SECRETARIAL AUDITORS

The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial Auditors of the Company to carry
out the Secretarial Audit for a term of up to 5 (Five) consecutive years to hold office from the conclusion of 31st Annual
General Meeting (AGM) till the conclusion of the AGM of the Company to be held in the Year 2030 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2025-26 is annexed herewith and forms part of this report as Annexure D. Secretarial
Audit is not applicable to the Subsidiary, not being a material subsidiary.

27. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost
records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business
activities carried out by the Company for FY 2025-26. Accordingly, such accounts and records are not made and maintained
by the Company for the said period.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The secretarial auditor of the company has made the following Qualifications

Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapse of statutory time
period. However, necessary additional fees have been remitted for such delay.

Board Reply

The e-forms were filed with necessary additional fees.

Apart from the above there are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing
company secretary in their reports.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of
schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as
Annexure E.

30. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does dont have any Holding, Subsidiary, Joint Ventures and Associate Companies as on March 31, 2026.

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review, neither any application under Corporate Insolvency Resolution Process was initiated nor any pending
under the Insolvency and Bankruptcy Code, 2016

32. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the period under review, no such settlement took place.

33. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors.
The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: www.alacritvsec.com.

34. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs
to be mentioned in this Report.

35. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and
its Committees were carried out during the year under review.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANYS OPERATIONS IN FUTURE.

During the year, there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and companys operations in future.

38. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the independent directors ("Annual ID Meeting") was convened on March 13, 2026, which reviewed the
performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective
feedback of each of the Independent Directors was discussed by the Chairperson with the Board, covering the performance of the
Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman. All Independent Directors
have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in
their status of Independence. As required under Section 149(7) of the Companies Act, 2013.

39. DETAILS OF FAMILIARIZATION PROGRAMME IMPARTED TO INDEPENDENT
DIRECTORS FOR THE FINANCIAL YEAR 2025-2026

On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and
familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads
on the Companys finance and other important aspects.

40. CORPORATE GOVERNANCE

Your company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report
on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is enclosed as Annexure F. The complete details of the various board committees are
also provided therein along with the Secretarial Auditors Certificate regarding compliance of conditions of corporate governance.

41. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are
not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The
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 - Not Applicable.

42. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed
companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the
applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1
and Secretarial Standard 2 to the extent applicable to the Company.

44. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of
value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge
products backed with dependable after sales services. Following the vision your Company is committed to creating and
maximising long-term value for shareholders.

45. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the
Companies Act, 2013 read with Companies Corporate Social Responsibility (Policy) Rules, 2014.

As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility
(Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details of which
are provided in attached Annexure G to Directors Report.

46. ACKNOWLEDGEMENTS

Your directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by
shareholders, employees, customers, banks, suppliers and other business associates.

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