Alchemist Corporation Ltd Directors Report

DIRECTORS REPORT

Dear Members,

Your Directors are pleased to present the Companys 32^nd Annual Report and the Companys Audited Financial Statements for the financial year ended March 31, 2025.

In terms of the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out the annual evaluation of its own performance, the performance of its Committees and that of the individual Directors.

The evaluation process covered aspects such as composition and structure of the Board and Committees, quality of agenda and supporting material, effectiveness of Board/Committee processes, Board culture, execution of roles and responsibilities, and the adequacy of risk management and governance practices.

The performance of individual Directors was evaluated on parameters including attendance, preparedness, meaningful participation in deliberations, constructive engagement with peers, and contribution in guiding the Companys strategy and governance.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2025 is summarized below:

Audited Financial Results -Standalone

		(Rupees in Hundred)
Particulars	Year ended 31 March, 2025	Year ended 31 March, 2024
Net Sales/lncome from Operations		-
Other Income	108624.04	42,570.64
Total Income	108624.04	42,570.64
Total Expenses	137438.25	30,706.06
Profit before tax & extra ordinary items	(28,814.22)	11,864.57
Profit before tax & after extra ordinary items	(28,814.22)	11,864.57
Deferred Tax/Current Tax	0.00	5,073.30
Profit for the year	(28814.22)	6,791.27
Other Comprehensive Income	0.00	33,807.48
Total Comprehensive Income	(28,814.22)	40,598.75
Earning per equity share (for continuing operation)
- Basic	(0.59)	0.14
- Diluted	(0.59)	0.14

Audited Financial Results - Consolidated

		(Rupees in Hundred)
Particulars	Year ended 31 March, 2025	Year ended 31 March, 2024
Net Sales/lncome from Operations		-
Other Income	1,10,807.71	42,570.64
Total Income	1,10,807.71	42,570.64
Total Expenses	1,37,703.25	31,055.06
Profit before tax & extra ordinary items	(26,895.55)	11,515.57
Profit before tax & after extra ordinary items	(26,895.55)	11,515.57
Deferred Tax/Current Tax	0.00	5,073.30
Profit for the year	(26,895.55)	6,442.27
Other Comprehensive Income	0.00	33,807.48
Total Comprehensive Income	(26,895.55)	40,249.75
Total Comprehensive Income /Loss attributable
Owners of the company	(27,780.82)	40,410.78
Non-Controlling Interest	885.27	(161.03)
Earning per equity share (for continuing operation)
- Basic	(0.57)	0.13
- Diluted	(0.57)	0.13

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year under review, the Company has undergone a significant transition, having been recently acquired by the management of a well-established and efficiently run organization. This strategic change is expected to strengthen the Companys operational framework, enhance managerial effectiveness, and provide the necessary impetus for sustainable growth.

The new management would bring with it proven expertise, strong leadership, and a focused approach towards value creation. With this change, the Company is gearing up for the future with renewed energy and is committed to building a robust foundation for long-term success, innovation, and stakeholder value enhancement.

CAPITAL STRUCTURE

During the period under review, there was no change in capital structure of the Company. The Authorized Share Capital of the Company as on March 31, 2025 is Rs. 7,50,00,000 divided into 7,50,000 Equity Shares of Rs. 10 each.

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 49,143,330, comprising of 49,14,333 Equity Shares of Rs. 10 each.

DIVIDEND

In view of loss during 2024-2025, Your Directors have not recommended any dividend for the financial year 2024-2025.

RESERVE

The Board of Directors of the Company has not proposed any amount to be transferred to reserves for the financial year ended March 31, 2025.

FIXED DEPOSIT

Your Company has not accepted any Fixed Deposits during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

From the end of the financial year to which the financial statements relate and up to the date of this report, there has been a change in the management of the Company pursuant to its acquisition by the management of a company with a demonstrated track record of efficient operations. The Board is of the view that this transition will further strengthen the governance framework of the Company and support the achievement of its strategic objectives.

STATUTORY AUDITORS (APPOINTMENT)

The Company at its 31^st AGM held on 28th September 2024 appoints, M/s Krishan Rakesh & Co, Chartered Accountants, Delhi, having Firm Registration Number "009088N" allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office from the conclusion of 31st AGM till the conclusion of the Annual General Meeting for the Financial Year 2024-2025 at such remuneration as may be mutually determined between the said Auditors and the Board of Directors of the company. "The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from them conveying their eligibility for being statutory auditor of the Company.

AUDITORS REPORT

The observations/qualifications of the Auditors in the Auditors Report are explained and clarified, wherever necessary, in the appropriate Notes to the Accounts.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has, based on the recommendation of the Audit Committee, appointed M/s. A.K. Choudhary & Associates, Company Secretaries as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Report of Secretarial Auditor (Form MR - 3) is annexed to the report as "Annexure -1".

INTERNAL AUDITOR

The Company had appointed M/s. Sudhir K & Associates, Chartered Accountants (Firm Registration No. 036989N) as an Internal Auditor of the Company for the FY 2024-25, to conduct internal audit of the Company.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditors has 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, the details of which would need to be mentioned in the Boards Report.

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the Companys website.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at the following web link: https://www.alchemist-corp.com/lnvestor/Annual Return

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earning and Outgo is annexed to the report as "Annexure - II".

MANAGEMENT DISCUSSION & ANALYSIS

A Separate report on Management discussion and analysis relating to business and economic environment surrounding your company is annexed as a part of this report as "Annexure - III".

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. The Company is exempted from Corporate Governance Report requirements under Regulation 15(2) of SEBI (LODR) Regulations, 2015.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company draws remuneration exceeding the limits prescribed under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Act, hence the statement required under the said is not required to be annexed.

ANNUAL ACCOUNTS OF SUBSIDIARY

As per the provisions of Sec 129 (3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, the company has prepared a statement containing salient features of Financial Statement of subsidiary in the prescribed Form AOC - 1 which is annexed as "Annexure-IV" for the year 2024-25.

The Consolidated Financial Statements have been presented in the Annual Report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Meena Rastogi (DIN: 01572002), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board of Directors has recommended her reappointment.

At the year ended March 31, 2025, The Company has five directors i.e. Ms. Pooja Rastogi, Managing Director, Mrs. Meena Rastogi, Non-Executive Director, Mrs. Sheetal Jain, Non-Executive Director, Mr. Kailash, Non-Executive Independent Director, Mr. Sanjeev Kumar, Independent Director.

There are Five directors as on date i.e. Ms. Pooja Rastogi, Managing Director, Mrs. Meena Rastogi, Non-Executive Director, Mrs. Sheetal Jain, Non-Executive Director, Mr. Kailash, Non-Executive Independent Director, Mr. Sanjeev Kumar, Independent Director.

Director coming up for retire by rotation

Ms. Meena Rastogi (DIN: 01572002), Director of the Company retires by rotation and being eligible and offers herself for reappointment. Your Director recommends her reappointment. Appointment of Ms. Meena Rastogi is in compliance with the provisions of Section 164(2) of the Companies Act, 2013.

Independent Director

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors which came into effect from April 1, 2014, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation. The Term shall be effective prospectively. During the year, under review the below mentioned are the appointments and resignations on various positions:

No changes in the positions of Directors & Key Managerial Personnel during the year.

Resignation of Directors & Key Managerial Personnel

N.A

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the company. Pursuant to section 2 (51) and section 203 of the act read with Rules framed there under:

1. Ms. Pooja Rastogi, Managing Director

2. Mr. Tushar Rastogi, Chief Financial Officer:

3. Mr. Sundar Singh, Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF THE BOARD

During the period commencing from 1 ^April, 2024 and ending on 31 ^stMarch, 2025, the board of directors of the company meet on the following dates on 23^rd May, 2024; 12^th August, 2024; 30^th August, 2024; 12^th November, 2024, 12^th February 2025 and 20^th March, 2025.

RISK MANAGEMENT

The Company has a Risk Management process which provides an integrated approach for managing the risk in various aspects of the business

PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186

There were no loans, Guarantee or Investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF COMPANIES ACT, 2013

All the contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. The provisions of Section 188 of the Companies Act, are therefore, not attracted.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The disclosure of Related Party Transaction as per AS-24 has provided in the Notes to Accounts to the Financials of the Company.("Annexure -V").

AUDIT COMMITTEE UNDER SECTION 177 OF COMPANIES ACT. 2013

As per the provisions of Section 177 of the Companies Act, 2013, the Company has constituted an Audit Committee to oversee internal audit and control procedures, final accounts and reporting process.

1. AUDIT COMMITTEE:

a). Composition

The Committee comprises of one chairman and two members. The committee has powers and performs functions as envisaged under Companies Act, 2013 and the Listing Agreement. During the financial year the committee met 4 times:

Name Category	Status	Number of Audit Committee meetings
		Held	Attended
Mr. Sanjeev Kumar	Member	4	4
Mrs. Meena Rastogi	Member	4	4
Mr. Kailash	Chairman	4	4

b) Meetings and Attendance

There were four meetings of the Committee conducted during the financial year. The meetings were held on 23^rd May, 2024,12^th August 2024, 12^th November 2024 and 12^th February 2025. The details of attendance of Committee members are given in this Report. The gap between any two consecutive Audit Committee meetings did not exceed 120 days.

c) Scope and Terms of Reference of the Committee:

The Audit Committee has been vested with the following powers:

a) To investigate any activity within its terms of reference.

b) To seek information from any employee.

c) To obtain legal or any other professional advice.

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

NOMINATION AND REMUNERATION COMMITTEE UNDER SECTION 178 OF COMPANIES ACT, 2013

As per section 178 of the Companies Act, 2013 and rules made there under, the existing Remuneration Committee was renamed as Nomination and Remuneration Committee by the Board of Directors, which recommend in the Board policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

a) Composition

As on March 31, 2025, the Nomination and Remuneration Committee comprised of the following members:

Name Category	Status	Number of meetings
		Held	Attended
Mrs. Sheetal Jain	Chairman	1	1
Mr. Sanjeev Kumar	Member	1	1
Mr. Kailash	Member	1	1

b) Meetings and Attendance

There was 1 meeting of the Committee conducted during the financial year. The meeting was held on 12^th February 2025. The details of attendance of Committee members are given in this Report.

c) Scope and Terms of Reference of the Committee:

The Nomination and Remuneration performs the following key functions:

1. Reviewing and periodically determining the compensation and benefits for the Executive Directors.

2. Reviewing the Companys Remuneration policy.

3. Reviewing the Employee Stock Option plan for the company, and prescribing appropriate internal process to be followed in considering and granting of such options, if any.

The detailed terms of reference of the Committee are available on the website of the Company.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Nomination and Remuneration Committee ("NRC") of your Board has formulated a Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company.

The detailed policy is available on the Companys website -

Weblink of Policy: https://www.alchemist-corp.com/regulation-46-of-sebi-lodr/

STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance of Section 178 of the Companies Act, 2013, rules made thereunder, the existing Shareholders/lnvestors Grievance Committee was renamed as Stakeholders Relationship Committee by the Board of Directors, to consider and resolve the grievances of security holders of the Company.

STAKEHOLDER RELATIONSHIP COMMITTEE:

a) Composition

As on March 31, 2025, the Stakeholder Relationship Committee comprised of the following members:

Name	Category	Status	Number of meetings
			Held	Attended
Mrs. Meena Rastogi		Chairperson	1	1
Mr. Sanjeev Kumar		Member	1	1
Mr. Kailash		Member	1	1

b) Meetings and Attendance

There was 1 meeting of the Committee conducted during the financial year. The meeting was held on 12^th February 2025 details of attendance of Committee members are given in this Report.

c) Scope and Terms of Reference of the Committee:

1. The Committee approves the Share transfer, transmission, transposition of name, issue of split/duplicate Share Certificates and to reviews the redressal of Shareholders and investors complaints received by the Company/Share Transfer Agents. The Committee also oversees the performance of the Registrars and Transfer Agents and recommends measures for overall improvement in the quality of investor services.

2. Investor Complaints

The number of complaints received and resolved to the satisfaction of investors during the financial year 2024-25 and their break-up is as under:

Sr. No Nature of complaints / letters and correspondence	Received	Replied	Number of Pending Complaints
1 Equity Issue	1	1	0
Total	1	1	0

VIGIL MECHANISM

The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct under the supervision of Audit Committee. During the year under review, no report related to the violation received.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material deviation from the same;

ii. 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 the financial year and of the profit or loss of the Company for that period;

iii. the directors had 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. the directors had prepared the annual accounts on a going concern basis and.

v. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

GENERAL

i. During the year under review, there was no change in the nature of business of the Company.

ii. The Company is not required to maintain the cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

iii. Since the net worth and turnover of the Company is below the prescribed criteria mentioned under Regulation 15 of the SEBI Listing Regulations, therefore the compliance with the Corporate Governance provisions as specified in Regulation 17 to Regulation 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form part of this Annual Report

iv. a statement that 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.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has an Internal Control System, commensurate with its size, scale, and complexity of its operations. Audit Committee reviews internal audit reports and oversees the internal control system of the company from time to time.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 that they met criteria of independence laid down in Section 149(6) of Companies Act, 2013 and the relevant rules.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

During the year under review, your company has 1 (one) subsidiary. No Company became or ceases to become Subsidiary/Joint Vent ure/As so date of the Company in the year 2024-25.

During the year under review, there have been no material changes in the business of the subsidiary.

A statement providing performance and salient features of the financial statements of Subsidiary Company, as per Section 129(3) of the Act, which also reflects its contribution to the overall performance of the Company during the period under review, is attached to the financial statements of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and / or material orders passed by the Regulators or Courts or Tribunal impacting the going concern status and Companys future.

CORPORATE SOCIAL RESPONSILIBITY (CSR1

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having net worth of rupees Five Hundred Crore or more, or Turnover of rupees One Thousand Crore or more or Net profit of rupees Five Crore or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board and shall formulate a Corporate Social Responsibility Policy. Your Company is not falling under the preview of said section during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with the Secretarial Standards- I (Meetings of Board of Directors) and Secretarial Standards- II (General Meeting) issued and amended from time to time, by the Institute of Company Secretaries of India.

STOCK EXCHANGE LISTING:

The Equity Shares of your Company are listed at:

i. The Stock Exchange, Mumbai (BSE);

ii. The Jaipur Stock Exchange Limited;

iii. The Delhi stock Exchange.

Your company has already files delisting application with Jaipur Stock Exchange which are still in process.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually. A declaration signed by the Companys Directors is published in this Report.

PUBLIC DEPOSITS

The Company has not accepted / invited any public deposits within the meaning of section 73 of the Act read with Company (Acceptance of Deposits) Rules, 2014, during the period under review.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement of the Company for the financial year ended 2024-25 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and SEBI (LODR), Regulations, 2015. The Consolidated Financial Statement has been prepared on the basis of Audited Financial Statements of the Companies as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.alchemist-corp.com.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBATION AND REDRESSAL) ACT, 2013

The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under "The Sexual Harassment of women at workplace (Prohibition, Prevention and Redressal), Act, 2013.

During the financial year 2024-25, no complaint was received under the policy.

INTERNAL FINANCIAL CONTROLS

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

During the period under review, there were no applications made or any proceedings pending in the name of the Company under the Insolvency and Bankruptcy code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the period under review, there has been no one time settlement of loans taken from bank and financial institutions.

APPRECIATION & ACKNOWLEDGEMENT:

The Board of Directors appreciate the valuable co-operation extended by the Companys Bankers, monitoring agency & other Central and State Government departments, for their continued support. Your Directors place on record their wholehearted appreciation of your Companys employees at all levels. Your Directors also acknowledge with gratitude the backing of its shareholders.

	For and on behalf of Board of Directors
	Alchemist Corporation Limited
	Sd /-	Sd/-
Date: 30.05.2025	Pooja Rastogi	Meena Rastogi
Place: New Delhi	(Managing Director)	(Director)
	DIN: 00201858	DIN: 01572002