Alka India Ltd Directors Report

To

The Members , Alka India Limited

Your Directors have pleasure in presenting the 32 nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2026:

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025	Year Ended 31.03.2026	Year Ended 31.03.2025
Revenue from Operations	250.21	-	250.21	-
Other Income	-	6.27	0.57	6.76
Total Revenue	250.21	6.27	250.78	6.76
Cost of Raw Materials Consumed	136.48	-	136.48	-
Purchase of Stocks in Trade	-	-	-	-
Changes in inventories of Finished Goods and Work in Progress	-	-	-	-
Employee Benefits Expenses	19.45	2.20	19.45	2.20
Finance Costs	-	-	-	-
Depreciation and Amortization	-	-	-	-
Other Expenses	76.47	48.65	76.58	48.84
Total Expenses	232.40	50.85	232.51	51.04
Profit/(Loss) before tax	17.81	(44.58)	18.27	(44.28)
Exceptional Items	-	-	-	-
Tax Expense	-	-	-	-
Net Profit/(Loss) after tax	17.81	(44.58)	18.27	(44.28)
Other Comprehensive Income/(Expenses)	-	-	-	-
Total Comprehensive Income for the year	17.81	(44.58)	18.27	(44.28)

STANDALONE & CONSOLIDATED FINANCIAL HIGHLIGHTS

For the financial year ended March 31, 2026, your Company has reported Net profit of 17.81 Lakhs as compared to previous financial year 2024-25 Net Loss of 44.58 Lakhs.

For the financial year ended March 31, 2026, your Company has reported consolidated Net Profit of 18.27 Lakhs as compared to previous financial year 2024-25 Net Loss of 44.28 Lakhs.

BUSINESS SEGMENT/ STATE OF COMPANYS AFFAIRS

The Company was previously engaged in the textile business. Pursuant to the approval of the resolution plan by the Honble National Company Law Tribunal (NCLT) vide order dated 07 th February 2025, the Company proposed a change in its object clause to diversify into the agriculture sector. The revised object clause was subsequently approved by the Registrar of Companies (ROC) on 25 th March 2026.

Accordingly, the Company is presently engaged in the processing and trading of food grains, including non-basmati rice, wheat, and pulses. The extensive experience of the management continues to play a vital role in ensuring high standards in sourcing, processing, and distribution.

As on date, the Company has developed a wide distribution network across India, enabling it to effectively cater to diverse markets. In light of the expanding opportunities in the agriculture sector and favorable market conditions, the Company is well-positioned to leverage its capabilities and strengthen its presence in the food grains segment while pursuing sustainable growth.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of 0.04 per equity share of Re. 1/- (Rupee One Only) each for the financial year, subject to the approval of the shareholders at the ensuing 32 nd Annual General Meeting.

SHARE CAPITAL & LISTING

a) Issue of shares or other convertible securities: Authorized Share Capital:

During the financial year under review, the Authorized Share Capital of the Company stood at Rs. 100,00,00,000/- (Rupees One Hundred Crore only) comprising of 100,00,00,000 Equity Shares of Re. 1/- each.

Issued, Subscribed & Paid-Up Capital:

The paid-up Equity Share Capital as on March 31, 2026 was Rs. 50,00,000 (Rupees Fifty lacs).

As on March 31, 2025 , the paid-up capital of the company was Rs. 50,00,00,000 (Rupees Fifty Crores Only) divided into 50,00,00,000 (Fifty Crores) equity shares of Re. 1/- (Rupee One Only) each. Pursuant to the order passed by Honble NCLT, Mumbai Bench dated 07 February, 2025, the entire shareholding of promoter and promoter group stand extinguished and the shareholding of public was reduced to 2,50,000 shares of Re. 1/- (Rupee One Only) each aggregating to Rs. 2,50,000/- (Rupees Two Lakhs Fifty Thousand Only) in proportion to the shares already held by them on the record date which was fixed as March 04, 2025. Further, the promoter and promoter group were allotted 47,50,000 shares of Re. 1/- (Rupee One Only) each aggregating to Rs. 47,50,000/- (Rupees Forty-Seven Thousand Fifty Only), as per approved resolution plan. Further the allotment was approved by Board of Directors in its meeting held on April 12, 2025. Pursuant to the said allotment, paid up share capital of the company was Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 50,00,000 (Fifty Lakhs) equity shares of Re. 1/- (Rupee One Only) each.

b) Issue of equity shares with differential rights:

During the year under review, your Company has not issued any Equity Shares with differential rights and hence the provisions of Section 43 of the Companies Act, 2013 read with the applicable Rules made thereunder.

c) Issue of Sweat Equity Shares:

During the year under review, your Company has not issued any Sweat Equity Shares pursuant to the provisions of Section 54 of the Companies Act, 2013 read with the applicable Rules made thereunder.

d) Details of Employee Stock Options:

The Company has not issued any shares under Employees Stock Options Scheme pursuant to the provisions of Section 62 of the Companies Act, 2013 read with the applicable Rules made thereunder, therefore, the disclosure regarding issue of employee stock options is not applicable.

e) Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees:

During the year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosure as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

f) Issue of debentures, bonds or any non-convertible securities:

During the year under review, the Company has not issued any debentures, bonds or any non-convertible securities pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

g) Issue of warrants:

During the year under review, the Company has not issued any warrants pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

As on March 31, 2026, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

The Companys Equity Shares are listed on the BSE Limited (BSE).

CORPORATE GOVERNANCE

Your directors consider corporate governance to be an ethical and value-driven framework that supports sustainable growth and long-term value creation for the Company. The Company remains committed to operating as a responsible and forward-looking enterprise, with a focus on attracting and retaining talent, building investor confidence, and fostering meaningful relationships with stakeholders and the community at large.

The Company continues to uphold the highest standards of ethics, transparency, and corporate governance. It complies with the Code of Conduct applicable to the Board of Directors and senior management in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The governance framework is anchored in robust internal control systems, strict adherence to applicable laws and regulations, and a strong culture of accountability across all levels of the organization.

The Companys corporate governance practices are reinforced through effective Board oversight, timely and accurate disclosures, transparent accounting policies, and integrity-driven decision-making processes.

The Corporate Governance Report for the financial year under review, as required under the applicable SEBI Listing Regulations, forms an integral part of this Annual Report. A certificate from the Practicing Company Secretary, M/s J D Khatnani & Associates, confirming compliance with the conditions of corporate governance, is annexed to the said report.

CREDIT RATING OF SECURITIES

The credit rating is a financial indicator to potential investors of debt securities such as bonds. During the year under review, your Company has not issued any debt securities, so credit rating of securities is not applicable to the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There was no amount liable or due to be transferred to the Investor Education and Protection Fund during the financial year 2025-2026 ended 31 st March 2026.

GENERAL RESERVES

During the financial year under review, the Company has transferred an amount of 17.81 lakhs from the profits of the year to the General Reserve (Free Reserve) for appropriation purposes. The General Reserve is created by way of transfer within components of equity and does not constitute an item of Other Comprehensive Income. Accordingly, the amounts so transferred shall not be subsequently reclassified to the Statement of Profit and Loss.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2026 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits/(losses) and cash flows for the year ended March 31, 2026.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone and consolidated financial results on a quarterly basis which are subjected to limited review and publishes standalone and consolidated audited financial results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

The auditor is issued modified report (Standalone and consolidated) for the financial year under review.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

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

ANNUAL RETURN

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) of the Company as on March 31, 2026, is available on the website of the Company at https://www.alkaindia.in/annual-returns/

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company had one material subsidiary, Vintage FZE (India) Private Limited, which was duly divested pursuant to the approval of the shareholders at the Annual General Meeting held on March 23, 2026, relating to the financial year 2024 25, based on valuation report obtained from Mr. Nirmal Premshankar Nagda, Registered Valuer. The transaction was executed in the financial year 2026-27.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on material subsidiaries which is available o n its website at the link: https://www.alkaindia.in/wp-content/uploads/2026/01/Policy-for-Determining-Material-Subsidiarie s.pdf

RELATED PARTY TRANSACTIONS

There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 have been provided as an Annexure to this Directors Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available o n its website at the link: https://www.alkaindia.in/wp-content/uploads/2025/11/Policy-on-Materiality-of-Related-Party-Trans actions-and-on-Dealing-with-Related-Party-Transaction.pdf

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided as Annexure I and forms part of the Directors Report.

MATERIAL CHANGES AFFECTING THE COMPANY

During the financial year 2025-26, there has been a shift in net profit/loss of the company pursuant to change in the object clause of the company duly approved by shareholders in the 31 st Annual General Meeting of the company dated March 23, 2026 for the financial year 2024-25.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the Company has changed its main object from the textile industry to the agro industry. The details of the same are available on the website o f the Company at https://www.alkaindia.in/wp-content/uploads/2026/02/Outcome-of-Board-Meeting_27.02.2026.pdf.

Further, the Company has proposed to include a new object in addition to its existing objects, subject to the approval of the Board, shareholders at the ensuing Annual General Meeting and other approvals, as may be necessary.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. In accordance with the manner of evaluation specified by The Nomination & Remuneration Committee, the Board carried out annual performance evaluation of the Board and Individual Directors.

The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2025-26, During the financial year 2025 26, the Board of Directors of the Company met 9 times on the following dates:

Sr.No. Date of Meeting	Day	Number of Members attended
1 April 12, 2025	Saturday	4
2 April 26, 2025	Saturday	5
3 May 30, 2025	Friday	5
4 July 24, 2025	Thursday	5
5 August 07, 2025	Thursday	5
6 October 15, 2025	Wednesday	5
7 December 31, 2025	Wednesday	5
8 January 30, 2026	Friday	5
9 February 27, 2026	Friday	5

These meetings were conducted to discuss and review various matters relating to the operations, performance, and governance of the Company.

MEETINGS OF THE MEMBERS

During the year under review, there was one Annual general meeting held on March 23, 2026 through video conferencing / other audio-visual means.

DISCLOSURE OF MEETING OF COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit committee:

The Audit Committee comprises Mr. Sagar Kumar (Chairman), Ms. Himali Maheshbhai Thakkar and Mr. Karnik Shasankan Pillai. All the recommendations made by the Audit Committee were accepted by the Board.

Audit Committee met 7 (seven) times during the year 2025-26:

Sr. No. Date of Meeting	Day	Number of Members attended
1 April 26, 2025	Saturday	3
2 May 30, 2025	Friday	3
3 July 24, 2025	Thursday	3
4 August 07, 2025	Thursday	3
5 October 15, 2025	Wednesday	3
6 January 30, 2026	Friday	3
7 February 27, 2026	Friday	3

Nomination & Remuneration committee:

The Nomination & Remuneration Committee comprises Ms. Komal Manoharlal Motiani (Chairperson), Ms. Himali Maheshbhai Thakkar and Mr. Sagar Kumar.

Nomination & Remuneration committee met 4 (four) times during the year 2025-26:

Sr.No. Date of Meeting	Day	Number of Members attended
1 May 30, 2025	Friday	3
2 August 07, 2025	Thursday	3
3 December 31, 2025	Wednesday	3
4 February 27, 2026	Friday	3

Stakeholders Relationship committee:

The Stakeholders Relationship Committee comprises Ms. Komal Manoharlal Motiani (Chairperson), Ms. Himali Maheshbhai Thakkar and Mr. Sagar Kumar.

Stakeholders Relationship committee met 4 (four) times during the year 2025-26:

Sr.No. Date of Meeting	Day	Number of Members attended
1 May 30, 2025	Friday	3
2 August 07, 2025	Thursday	3
3 October 15, 2025	Wednesday	3
4 January 27, 2026	Tuesday	3

MANAGEMENT

There is a change in management of the Company during the Financial year 2025-26.

Change in the composition of Board and KMP during the current financial has been provided herein below:

Name	Category	Date of Appointment	Date of Resignation
Mr. Rajesh Chinubhai Sutaria	Non-executive & Independent Director	18-02-2025	08-08-2025
Ms. Himali Maheshbhai Thakkar	Non-executive & Independent Director	12-04-2025	-
Mr. Sagar Kumar	Non-executive & Independent Director	07-08-2025	-
Mrs. Jinal Dishank Shah	Company Secretary & Compliance Officer	18-02-2025	27-02-2026
Ms. Himani Jhamar	Company Secretary & Compliance Officer	27-02-2026	-

DIRECTORS

As on March 31, 2026, the Board comprised five directors, with a balanced mix of executive and independent directors, complying with Regulation 17 of SEBI LODR (at least 50% independent directors for a non-chairman executive-led board). None of the directors hold positions exceeding the limits under Regulation 17A of SEBI LODR Regulations, 2015. All independent directors provided declarations under Section 149(6) of the Companies Act, 2013, confirming their independence.

Following are the details of changes in Board during the year till 31 st March, 2026

Name of Director	Category	DIN	Date of Appointment	Date of Resignation
Mr. Karnik Shasankan Pillai	Managing Director & Chairman	08529650	18-02-2025	-
Mr. Jatinbhai Ramanbhai Patel	Non -Executive Director	06973337	18-02-2025	-
Mr. Rajesh Chinubhai Sutaria	Non-executive & Independent Director	02102686	18-02-2025	08-08-2025
Ms. Komal Manoharlal Motiani	Non-executive & Independent Director	10226691	18-02-2025	-
Ms. Himali Maheshbhai Thakkar	Non-executive & Independent Director	10752931	12-04-2025	-
Mr. Sagar Kumar	Non-executive & Independent Director	11225507	07-08-2025	-

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute.

They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Jatinbhai Patel (DIN: 06973337) Non-executive Director of the Company, retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Boards Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (AGM) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities, provided that any person who is serving as a whole-time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Independent Directors have confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarization programme for the independent directors is customized to suit their individual interests and area of expertise. The directors are usually encouraged to interact with members of senior management as part of the induction programme. The senior management make presentations giving an overview of the Companys strategy, operations, products, markets and group structure, Board constitution and guidelines, and the major risks and risk management strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from Company website https://www.alkaindia.in/wp-content/uploads/2025/11/Familiarization-Programme.pdf

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy (NRC Policy) which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as directors, key managerial personnel (KMPs) and senior management personnel (SMPs). The NRC Policy has been framed with the objective

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs; c. to adopt best practices to attract and retain talent by the Company; and d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. During the Year Under Review, there has been no change in the NRC Policy.

The NRC Policy o f the Company c an be accessed at the website o f the Company at https://www.alkaindia.in/wp-content/uploads/2025/11/Nomination-and-Remuneration-Policy.pdf

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the Managerial personnel of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh and Fifty Thousand or more per month and there were no employees in the company hence the provisions of Rule 5(2) with respect to employees are not applicable to the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

During the year under review, no significant and material orders were passed by any regulators, tribunals, or courts impacting the going concern status of the Company or its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The Company had one material subsidiary, Vintage FZE (India) Private Limited, which was duly divested pursuant to the approval of the shareholders at the Annual General Meeting held on March 23, 2026, relating to the financial year 2024 25, based on valuation report obtained from Mr. Nirmal Premshankar Nagda, Registered Valuer. The transaction was executed in the financial year 2026-27.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31 st March 2026.

2. , all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

3. 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 as at March 31, 2026 and of the losses of the Company for the year ended on that date; 4. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 5. that the Directors had prepared the annual accounts on a going concern basis;

6. hat 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; and

7. that 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.

REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed MUFG Intime India Private Limited as its Registrar and Transfer Agent (RTA) for handling share registry and investor-related services. The RTA is registered with SEBI and has been efficiently managing all related activities during the year under review.

BUSINESS RISK MANAGEMENT

The investment in Stock Market has the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company. Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Further, the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.

STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Business Risk Evaluation and Management is an on-going process within the organization. In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy to identify, monitor and minimize risks while identifying business opportunities which enables the Company to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has established a robust system of internal controls and procedures designed to ensure the orderly and efficient conduct of its business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Internal Audit function is carried out by the Companys independent Internal Auditor, to M/s. PSG And Associates, Chartered Accountant (FRN 133773W) , who conduct periodic audits of all significant operational and financial areas and assess the adequacy and effectiveness of internal controls. The observations and recommendations of the Internal Auditor are reviewed by the Audit Committee, and necessary corrective actions are implemented.

Based on the report submitted by to M/s. PSG And Associates, Chartered Accountant (FRN 133773W), the Audit Committee and the Board are satisfied that the Companys internal financial controls over financial reporting are adequate and operating effectively during the year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e. https://www.alkaindia.in/wp-content/uploads/2025/11/Whistle-Blower-Policy.pdf .

AUDITORS

a) Statutory Auditors & Auditors Report

The Audit Report issued by M/s. J M Patel & Bros, Chartered Accountants (Firm Registration No. 107707W) on the financial statements for the financial year 2025-26 forms part of the Annual Report. The notes to the financial statements, as referred to in the Auditors Report, are self-explanatory and do not require any further clarification or comment.

The Auditor has carried out statutory Audit of the standalone and consolidated financials and has issued a modified opinion (disclaimer of opinion).

EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS:

The Auditors Report for the financial year 31 st March, 2026 is modified, i.e. It contains the qualification as follows:

Sr No. Audit Qualification (Standalone)	Type of Audit Qualification	Comment of the Board on the Qualification
1 Unverified Book Profit and Revenue	Disclaimer of Opinion	The object of the company f was changed on 25th March 2026. Following this change, purchase and sales transactions were undertaken on a credit basis with a period of 30 45 days; consequently, no banking transactions were recorded d u ring this time. Additionally, as these transactions occurred in March 2026, the GST return for the said month is yet to be filed. Furthermore, the goods sold were exempted items, and therefore, the issuance of an E -way Bill was not required. The management assures the genuineness of these transactions.
2 Appropriateness of Dividend Provision	Disclaimer of Opinion	The company has emerged f from CIRP and, in order to reward its existing shareholders, has decided to declare dividends out of the first profits generated from its business operations.
3 Unverified Bank Balances	Disclaimer of Opinion	These bank accounts have become obsolete applications for their closure have been submitted. The balances available therein will b e transferred to the Company\u2019s regularly maintained account with HDFC Bank.
4 Impairment of Investments	Disclaimer of Opinion	The Company has sought and f obtained approval from the shareholders at the recently concluded Annual General Meeting held on 23rd March 2026 for disinvestment from its subsidiary. The Management shall undertake the disinvestment process based on a fair valuation and after appropriate consultation to ensure transparency and value maximization.
Write-off of Property, Plant, and 5 Equipment	Disclaimer of Opinion	Post CIRP, the company has f not received any fixed assets. Accordingly, any fixed assets appearing in the books o accounts have been written off in order to present a true and fair view of the financial position of the company.

Sr No.	Audit Qualification (Consolidated)	Type of Audit Qualification	Comment of the Board on the Qualification
1	Unaudited Subsidiary Financials	Disclaimer of Opinion	The f financial statements provided b y the subsidiary have been duly certified by its management and d o n reflect any major transactions during the year. The audited report, as and when received, will b e u p loaded o n Company\u2019s website for viewing.
2	Unverified Book Profit and Revenue (Parent Company)	Disclaimer of Opinion	The object of the company was changed on 25th March 2026. Following this change, purchase and sales transactions were undertaken on a credit basis with a period of 30 45 days; consequently, no banking transactions were recorded d u ring this time. Additionally, as these transactions occurred in March 2026, the GST return for the said month is yet to be filed. Furthermore, the goods sold were exempted items, and therefore, the issuance of an E -way Bill was n o t required. The management assures the g genuineness o f these transactions.
3	Appropriateness of Dividend Provision	Disclaimer of Opinion	The f company has emerged from CIRP and, in order to reward its existing shareholders, has decided to declare dividends out of the first profits generated from its business operations.
4	Unverified Bank Balances	Disclaimer of Opinion	These f bank accounts have become obsolete and applications for their closure have been submitted. T h e balances available therein will be transferred to the Company\u2019s regularly maintained account with HDFC Bank.
5	Write-off of Property, Plant, and Equipment	Disclaimer of Opinion	Post CIRP, the company has f not received any fixed assets. Accordingly, any fixed assets appearing in the b o o k s o f accounts have been written off in order to present a true and fair view of the financial position of the company.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J. D. Khatnani and Associates, Company Secretaries in Practice (C. P. No. 19772) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report. The same does not contain any qualification, reservation or adverse remark in the report submitted Practicing Company Secretaries.

c) Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. PSG AND ASSOCIATES, Chartered Accountant (FRN 133773W). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

d) Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31 st March, 2026 made under the provisions of Section 92(3) of the Act will be available on Company website link https://www.alkaindia.in/.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure V and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub section (1) of Section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criterial specified in sub section (1) of Section 135 of the Act, your company is not required to constitute a Corporate Social Responsibility (CSR) Committee.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the Financial Year under review, the Company has neither invited nor accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 other than exempted Deposits as prescribed under the Companies Act, 2013.

As such, no specific details prescribed in Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors Report are self-explanatory and do not call for any further comments. The Auditor has issued a modified report (disclaimer of opinion) for the Financial Year 2025-26.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report as Annexure IV.

ANNUAL SECRETARIAL COMPLIANCE REPORT

A report on secretarial compliance by M/s J.D. Khatnani & Associates , Company Secretaries for the FY 2025-26 will be submitted with the stock exchange.

APPOINTMENT OF DESIGNATED PERSONS FOR FURNISHING INFORMATION TO THE REGISTRAR OF COMPANIES OR ANY OTHER AUTHROTIY WITH RESPECT TO BENEFICIAL INTERESTS IN THE SHARES OF THE COMPANY

During the Financial year under review, the Company has appointed Mr. Karnik Shasankan Pillai (DIN: 08529650) , Managing Director of the Company, as the Designated Person responsible for furnishing and extending co-operation for providing information to the concerned Registrar of Companies or any other authorized officer with respect to beneficial interest in shares of Company under the Act.

GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 2

Female Employees: 1

Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has maintained its books of account for the financial year ended March 31, 2026, using an accounting software that incorporates an audit trail (edit log) feature . This facility ensures that all relevant transactions recorded in the software are tracked, with details of any additions, modifications, or deletions, providing transparency and accountability in accordance with the requirements of Rule 11 of the Companies (Audit and Auditors) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURE

During the financial Year Under Review, disclosure with respect to details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof is not applicable.

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

During the financial year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

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

During the financial year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions.

FAILURE TO IMPLEMENT ANY CORPORATE ACTION

The Company has not failed to complete or implement any corporate action between the end of the Financial Year to which this Financial Statements relates and date of this Report.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Companys valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Date: 07 th April, 2026	By Order of the Board of Directors
Place: Ahmedabad	For, Alka India Limited
	Sd/-
	Karnik Shasankan Pillai
	Managing Director
	DIN: 08529650

Registered Office:

Gala No. D- 3/4/5, Hatkesh Udyog Nagar-1,

Off. Mira Bhayandar Road, Gcc Road,

Mira Near Hatkesh Substation

Thane - 401 107, Mira Road, Maharashtra, India

Corporate Office:

A 1115 Titanium Business Park,

Near Makarba Underpass, Jivraj Park,

Ahmedabad, Ahmadabad City, Gujarat, India, 380051

CIN : L46300MH1993PLC168521

E-mail Id : info@alkaindia.in