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Alchemist Corporation Ltd Directors Report

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Oct 26, 2026|12:00:00 AM

Alchemist Corporation Ltd Share Price directors Report

Directors Report

To,

The Members,

Alchemist Corporation Limited

Your directors take pleasure in presenting the Thirty Third (33rd) Annual Report of Alchemist Corporation Limited, on the business and operations of the Company along with the Audited Consolidated and Standalone Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

(Amount in Rs. Lakhs)

Consolidated

Standalone

Particulars

31.03.2026 31.03.2025 31.03.2026 31.03.2025

Revenue from Operations

516.67 0.00 516.67 0.00

Other Income

0.81 110.81 0.81 108.62

Total Income

517.48 110.81 517.48 108.62

Total Expenses

546.58 137.70 546.17 137.44

Profit and Loss before exceptional item and Tax

-29.10 -26.90 -28.69 -28.81

Profit before Tax

-29.10 -26.90 -28.69 -28.81

Less: Tax Expenses

-24.40 0.00 -21.32 0.00

Current Tax

-3.42 0.00 3.08 0.00

Tax for earlier year

0.00 0.00 0.00 0.00

Deferred Tax

-20.98 0.00 -24.40 0.00

Profit after Tax

-8.12 -26.90 -7.37 -28.81

Total Comprehensive Income for the year

-10.69 -26.90 -9.94 -28.81

Earnings per share

-0.17 -0.59 -0.15 -0.59

2. REVIEW OF OPERATIONS (FY 2025- 26)

Consolidated

The total consolidated income for the year ended March 31, 2026, stood at Rs. 517.48 lakh, while the Company reported a loss after tax of Rs. 8.12 lakh, as compared to total consolidated income of Rs. 110.81 lakh and a loss after tax of Rs. 26.90 lakh in the previous year.

Standalone

Total income for the year FY 2025-26 stood at Rs. 517.48 Lakh as compare to Rs 108.62 lakh in previous year. Total comprehensive income for the year stood at Rs. -9.94 lakh as compare to Rs. -28.81 lakh in previous year.

3. STATE OF THE COMPANYS AFFAIRS

Alchemist Corporation Limited is a software development and technology solutions company including to develop and operate e-commerce platforms, online marketplaces, digital payment solutions, fintech solutions and mobile wallet integrations. It also undertakes advertising, marketing and digital promotion activities and provide consultancy and professional services in the fields of IT, digital transformation, AI, cybersecurity, blockchain and related technologies.

4. CHANGE IN NATURE OF BUSINESS

During the financial year under review, the Company changed its principal business activities from advisory, trading and investment in real estate and properties, including residential, commercial, industrial and agricultural properties, to software development and technology solutions, including the development and operation of e-commerce platforms, online marketplaces, digital payment solutions, fintech solutions and mobile wallet integrations.

The change in the nature of business was approved by the shareholders of the Company at the Annual General Meeting held on September 30, 2025.

During the year under review, the controlling equity stake in the Company was acquired by Wallet Circle Technologies Limited, a technology company, upon successful completion of the open offer process in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The acquisition is aligned with the Companys strategic objective of expanding its presence in the digital media advertising and information technology sectors and diversifying its business operations. Accordingly, the Company has realigned its business focus towards technology-driven and digital business activities, with an objective of pursuing sustainable growth and creating long-term value for its stakeholders.

5. DIVIDEND

In view of the losses incurred during the financial year ended March 31, 2026, the Board of Directors has not recommended any dividend for the financial year 2025-26.

6. DIVIDEND DISTRIBUTION POLICY

The requirement to formulate a Dividend Distribution Policy under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

7. TRANSFER TO RESERVES:

For required details, please refer to the ‘Other Equity Section included as note in the Standalone and Consolidated Financial Statements forming an integral part of this Annual Report.

8. SHARE CAPITAL

A. Authorized Share Capital

During the financial year under review the Authorised Share Capital of the company stood INR 7,50,00,000/- (Rupees Seven Crore and Fifty Lakhs Only) divided into 75,00,000 (Seventy- Five Lakhs) Equity Shares of INR 10/- (Rupees Ten) each.

B. Paid up Share Capital

During the financial year under review the paid share capital of the Company stood INR 4,91,43,330/- (Rupees Four Crore Ninety-One Lakhs Forty-Three Thousand Three Hundred Thirty Only) divided into 49,14,333 (Forty-Nine Lakhs Fourteen Thousand Three Hundred Thirty-Three) Equity Shares of INR 10/- (Rupees Ten) each.

9. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

10. LISTING AT STOCK EXCHANGE

The shares of the Company are listed on the main board of BSE Limited (BSE) and is traded on the said Exchange under the scrip code/symbol as given below:

BSE Scrip Code: 531409

The Annual Listing fee for the current financial year has been paid to the BSE Limited.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31,2026, your Company has the following Subsidiary: -

S. No. Name of Subsidiary (including step down Subsidiaries)

% of holdings

1. Kautilya Infotech Limited

53.86%

The Consolidated Financial Statements of the Company & its subsidiaries which forms part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiaries and Associate Companies in prescribed Format AOC - 1 is annexed here Annexure-I.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and its Subsidiaries are available on the website of the Company at (www. https://www.alchemist-corp.com).

These statements present the financial position and performance of the Company and its subsidiaries as a single economic entity.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, in compliance with Regulation 34 (3) read with Para B of Schedule V of SEBI Listing Regulations has been enclosed separately in the Annual Report.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which have an impact on the going concern status and Companys operations in future.

14. AUDITORS

a) Statutory Auditors

M/s. Krishna Rakesh & Co., Chartered Accountants (Firm Registration No.009088N), has been re-appointed as the Statutory Auditors of the Company by the Members at the Annual General Meeting ("AGM") held in year 2025 for a term of five (5) consecutive years, to hold office from the conclusion of the said AGM until the conclusion of the AGM of the Company to be held in the year 2030.

The Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during the financial year under review.

The Statutory Auditors have issued their Audit Report on the Consolidated Financial Statements of the Company for the financial year 2025-26 containing unmodified opinion.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. A.K. Chaudhary & Associates, Company Secretaries, as the Secretarial Auditors of the Company for secretarial Audit for financial year 2025-26.

The Secretarial Audit Report issued by M/s. A.K. Chaudhary & Associates, Company Secretaries, in Form MR-3 for the financial year ended March 31, 2026 is annexed to this Boards Report as Annexure-II. The said Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer accept.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Sudhir K & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

The Internal Auditors carried out the internal audit during the year and their observations and reports were periodically reviewed by the Audit Committee.

15. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186

The details of Loan, Investments and Guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financials Statements forming part of Annual Report.

16. ANNUAL RETURN

In compliance of section 134 (3) (a) and 92 (3) of the Companies Act, 2013 (‘the Act), the Annual Return of the Company as on March 31, 2026 in Form MGT-7 is available on the website of the Company at (https://www.alchemist-corp.com/wp- content/uploads/2026/02/Annual-Return-MGT-7-Alchemist-Corporation-Ltd-2024-25.pdf )

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Accounts for the financial year ended 31st March, 2026 on a ‘going concern basis;

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

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

18. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards (including SS-I and SS-II on Board and General Meetings) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Directors and Key Managerial Personnel (KMP)

i. Inductions, Re-appointments, Retirements & Resignations

Pursuant to the execution of a Share Purchase Agreement ("SPA") dated 4th April, 2025 among Rajendra Seclease Limited, Alchemist Corporation Limited, and Wallet Circle Technologies Limited, under which Wallet Circle Technologies Limited agreed to acquire 36,42,200 equity shares of the Company from Rajendra Seclease Limited through an off-market transaction, in compliance with the Companies Act, 2013, SEBI (SAST) Regulations, 2011, SEBI (LODR) Regulations, 2015 and other applicable laws. Pursuant to the said SPA, control and management of the Company stands acquired by Wallet Circle Technologies Limited.

Consequent to the reconstitution of the Board, the following Directors and Key Managerial Personnel tendered their resignations from their respective positions:

Mr. Kailash

Independent Director (w.e.f. 06-06-2025)

Mr. Sanjeev Kumar

Independent Director (w.e.f. 16-07-2025)

Ms. Pooja Rastogi

Managing Director (w.e.f. 06-06-2025)

Mrs. Meena Rastogi

Non-Executive Non-Independent Director (w.e.f. 06-06-2025)

Mrs. Sheetal Jain

Non-Executive Non-Independent Director (w.e.f. 06-06-2025)

Mr. Tushar Rastogi

Chief Financial Officer (w.e.f. 06-06-2025)

Mr. Sundar Singh

Company Secretary & Compliance Officer (w.e.f. 06-06-2025)

As on March 31, 2026, the following persons were the Directors and Key Managerial Personnel of the Company:

Mr. Arjit Sachdeva

Managing Director (App. w.e.f. 06-06-2025)

Mr. Akshay Chaturvedi

Non-Executive Non-Independent Director (App. w.e.f. 13-08-2025)

Mrs. Manju Laur

Independent Director (App. w.e.f. 06-06-2025)

Mr. Surojit Bose

Independent Director (App. w.e.f. 16-07-2025)

Mr. Nitin Kumar

Company Secretary & Compliance Officer (App. w.e.f. 06-06-2025) **

Mr. Giriraj Gupta

Chief Financial Officer (App. w.e.f. 06-06-2025)

***

** Mr. Nitin Kumar resigned w.e.f. March 31, 2026 *** Mr. Giriraj Gupta resigned w.e.f. January 30, 2026

Mr. Rahul Sharma (DIN: 08023343) who was appointed as additional director on the Board of the Company as on 06-06-2025, resigned w.e.f. 13-08-2025

Retirement by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arjit Sachdeva (DIN: 07589173), Managing Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting. Being eligible, he has offered himself for re-appointment as a Director of the Company.

The Board of Directors recommends his re-appointment as a director liable to retire by rotation at the ensuing Annual General Meeting for the approval of the members.

(B) Declaration by Independent Directors

In accordance with the provisions Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16(1)(b) of the SEBI Listing Regulations each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfil and meet the criteria of independence as provided under the Companies Act, 2013, the Rules made thereunder, read with the SEBI Listing Regulations. The Independent Directors are independent of the management and possess the requisite qualifications, experience, expertise and proficiency to effectively discharge their duties and responsibilities. The Board is also of the opinion that the Independent Directors possess the highest standards of integrity and are committed to diligently discharging their duties and responsibilities in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

None of the Directors on the Board o are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to any order of SEBI or any other authority.

(C) Familiarization Programme for the Board of Directors

The Independent Directors are regularly updated on matters relating to the Companys business performance, strategic initiatives, risk management framework, governance practices, policies and procedures, as well as changes in the applicable legal and regulatory framework, to facilitate the effective discharge of their roles and responsibilities.

Companys Policy on familiarization programmes of Independent Directors can be accessed on the weblink viz. https://www.alchemist-corp.com/acl-policies/

20. BOARD & COMMITTEE MEETINGS

a) Board Meetings:

During the financial year ended March 31, 2026, the Board of Directors met 10 (Ten) times. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

• February 6, 2026

• July 10, 2025

• November 14, 2025

• June 23, 2025

• September 5, 2025

• June 6, 2025

• August 13, 2025

• May 30, 2025

• July 16, 2025

• April 4, 2025

The attendance of director in Board meetings held during FY 2025-26

Sl. No. Name of Directors

Number of Board meetings eligible to attend Number of Board Meetings Attended

1 Mr. Arjit Sachdeva

7 7

2 Mr. Rahul Sharma

3 3

3 Mr. Akshay Chaturvedi

3 3

4 Mrs. Manju Laur

7 4

5 Mr. Surojit Bose

4 3

b) Committee Meetings:

During the year under review, the Board has (Three) Committees viz:

1) Audit Committee

2) Nomination & Remuneration Committee

3) Stakeholder Relationship Committee.

During the year under review, all recommendations of the Committees were accepted by the Board of Directors.

The Constitution of the Committee as on 31st March 2026, meetings and attendance details are given hereunder:

AUDIT COMMITTEE

The Committee comprises of one chairman and two members. The terms of reference of the Audit Committee broadly include overseeing the Companys financial reporting process, reviewing the financial statements and auditors reports, monitoring the adequacy and effectiveness of internal financial controls and risk management systems, reviewing the performance and independence of the statutory and internal auditors, recommending the appointment, remuneration and terms of appointment of auditors, reviewing related party transactions, and such other matters as may be prescribed under the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015.

The Composition of Committee as on 31st March 2026

Sl. No Name

Designation

Position in Committee

1 Mr. Akshay Chaturvedi

Non-executive Non Independent Director

Chairman

2 Ms. Manju Laur

Independent Director

Member

3 Mr. Surojit Bose

Independent Director

Member

There were 5 (Five) meetings of the Committee conducted during the financial year on 30.05.2025, 06.06.2025, 13.08.2025, 05.09.2025, 14.11.2025 and 06. 02. 2026. The gap between any two consecutive Audit Committee meetings did not exceed 120 days.

Attendance

Sl. No Name

Number of Meetings eligible to attended Number of Meetings attended

1 Mr. Akshay Chaturvedi

3 3

2 Ms. Manju Laur

4 4

3 Mr. Surojit Bose

4 4

NOMINATION AND REMUNERATION COMMITTEE

The Committee comprises of one chairman and two members. The terms of reference of the Nomination and Remuneration Committee broadly include identifying and recommending persons qualified to become Directors and Senior Management Personnel, recommending their appointment and remuneration, evaluating the performance of the Board, its Committees and Directors, formulating and reviewing the criteria for determining qualifications, positive attributes and independence of Directors, and such other matters as may be prescribed under the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015.

The Composition of Committee as on 31st March 2026

Sl. No Name

Designation

Position in Committee

1 Ms. Manju Laur

Independent

Director

Chairman

2 Mr. Akshay Chaturvedi

Non-executive and nonIndependent Director

Member

3 Mr. Surojit Bose

Independent

Member

Director

There were 3 (Three) meetings of the Committee conducted during the financial year on 06.06.2025, 16.07.2025 and 13.08.2025

Attendance

Sl. No Name

Number of Meetings eligible to attended Number of Meetings attended

1 Mr. Akshay Chaturvedi

1 1

2 Ms. Manju Laur

2 2

3 Mr. Surojit Bose

1 1

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. T

he detailed policy is available on the Companys website - Weblink of Policy: https://www.alchemist-corp.com/acl-policies/

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee comprises of one chairman and two members. The terms of reference of the Stakeholders Relationship Committee broadly include considering and resolving the grievances and complaints of shareholders and other security holders, overseeing matters relating to transfer and transmission of securities, issue of duplicate share certificates, nonreceipt of dividends, annual reports and other shareholder-related communications, and ensuring timely and effective resolution of investor grievances in accordance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015.

The Composition of Committee as on 31st March 2026

Sl. No Name

Designation

Position in Committee

1 Mr. Akshay Chaturvedi

Non-executive and nonIndependent Director

Chairman

2 Ms. Manju Laur

Independent Director

Member

3 Mr. Surojit Bose

Independent Director

Member

There were 1 (One) meeting of the Committee conducted during the financial year on 06.02.2026

Attendance

Sl. No Name

Number of Meetings eligible to attended Number of Meetings attended

1 Mr. Akshay Chaturvedi

1 1

2 Ms. Manju Laur

1 1

3 Mr. Surojit Bose

1 1

21. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration and details regarding top 10 employees in respect of remuneration paid is annexed to this Report.

Information pursuant to Section 197(14) of the Companies Act, 2013.

Mr. Arjit Sachdeva, Managing Director of the Company, has received remuneration of Rs. 24.00 lakh from the holding company, in which he also holds the position of Managing Director, for services rendered in his capacity as Managing Director of the holding company, during the financial year under review. The said remuneration is disclosed pursuant to Section 197(14) of the Companies Act, 2013.

22. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17 of SEBI Listing Regulations, the Board of Directors has conducted an annual assessment of its own performance, Board, Committees and Individual Directors. The performance of the board was evaluated based on the criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc.

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was also held on February 06, 2026, without presence of Executive officers of the Company to evaluate the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors expressed their satisfaction on the above reviews/evaluation.

23. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has in place a whistle blower policy to provide a mechanism for its employees to report any concern to the Chairman of the Companys Audit Committee. The policy is made to ensure that complaints, if any, are resolved quickly in formal and conciliatory manner, confidentiality is maintained and both the complainant and the person against whom the complaint is made are protected. The same is placed on the website of the Company at https://www.alchemist-corp.com/acl-policies/

24. PREVENTION OF SEXUAL HARASSMENT AND COMPLIANCE WITH MATERNITY BENEFIT ACT

The Company is committed to provide a safe and respectful work environment for all our employees and has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

The report on the details of the number of cases filed with the Internal Complaint Committee of the Company under POSH Act and their disposal for the year under review is as under: -

Particulars

Number

Number of cases pending as on the beginning of the financial year

NIL

Number of complaints filed/received during the year

NIL

Number of complaints disposed off during the year

NIL

Number of cases pending as on the end of the financial year

NIL

Number of cases pending for more than ninety days, if any

NIL

Further, during the year under review, the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

25. POLICY ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Company has in place policy on Appointment and Remuneration of Director(s) (including criteria for making payments to Non-Executive Directors), KMP(s) and SMP(s) and other matters provided in Section 178(3) of the Companies Act, 2013. The policy can be accessed at https://www.alchemist-corp.com/acl-policies/

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee or undertake any Corporate Social Responsibility activities during the year.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business under Section 188 of The Act. Further as per SEBI Listing Regulations, all related party transactions have been placed before the Audit Committee for their prior approval.

During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The details of Related Party Transactions entered into during the financial year, as required under the applicable accounting standards, are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company had limited business operations during the preceding years and, accordingly, its internal financial control framework was commensurate with the nature and scale of its operations. The management is committed to continuously reviewing and strengthening the internal financial controls as the business operations of the Company expand in the coming years.

29. DEPOSITS

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and Companies (Acceptance of Deposits) Rules, 2014.

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

The Company is primarily engaged in the service sector and does not own or operate any manufacturing facility or production plant. Accordingly, the particulars relating to conservation of energy and technology absorption prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not materially applicable to the Companys operations.

Nevertheless, the Company remains committed to the efficient use of resources and continuously endeavours to conserve energy by adopting energy-efficient practices and equipment, wherever feasible, in the conduzct of its business operations.

The details of foreign exchange earnings and outgo during the financial year are provided below:

• Foreign Exchange Earnings: ? 1,78,17,991

• Foreign Exchange Outgo: ? NIL

31. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

Pursuant to provisions of Section 143 (12) of the Companies Act, 2013 there were no frauds reported by the Auditors of the Company during the year under review, to the Audit Committee or the Board of Directors, therefore no disclosure is required to be made under Section 134 (3) (ca) of the Companies Act, 2013.

32. MAINTENANCE OF COST RECORDS

The provisions mandating maintenance of Cost Records and appointment of Cost Auditor for conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial year ended March 31,2026.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes affecting the financial position of the Company, after the close of FY 2025-26 till the date of this Report.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDRE IBC, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

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

There was no such transaction during the period under review.

36. CORPORATE GOVERNANCE REPORT

The provisions relating to Corporate Governance as specified under Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs (2) to (10) of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year 2025-26, in accordance with the exemption provided under Regulation 15(2) of the said Regulations.

37. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continuous assistance, support and co-operation received from all the employees, stakeholders, viz. financial institutions, b

For and on behalf of the Board

Alchemist Corporation Limited

Sd/-

Sd/-

Arjit Sachdeva

Akshay Chaturvedi

Managing Director

Director

DIN: 07589173

DIN: 03206661

Date: 12.08.2026

Place: New Delhi

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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

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.