Alphageo (India) Ltd Directors Report.

To

The Members

The Board of Directors are pleased to present the 35th Annual Report of Alphageo (India) Limited ("the Company") on business and operations along with the audited financial statements (standalone and consolidated) for the financial year ended 31st March, 2022.

FINANCIAL HIGHLIGHTS

The financial performance of the company for the year ended 31st March, 2022, on a standalone and consolidated basis, is summarised below: (All amount in Indian C lakhs, unless otherwise stated)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue From Operations 15488 14310 15488 14310
Other Income 510 2253 529 2257
Total Revenue 15998 16563 16017 16567
Profit Before Finance Costs and Depreciation 3852 3772 3849 3813
Finance Cost 107 178 107 178
Depreciation and Amortisation 1882 2593 1983 2724
Profit Before Tax 1863 1001 1759 911
Tax Expenses 535 258 540 267
Profit After Tax 1328 743 1219 644
Earnings Per Share of C 10/- Each
Basic (C ) 20.87 11.68 19.16 10.13
Diluted (C) 20.87 11.68 19.16 10.13

Overview of Financial and Business Operations

A) Standalone Financials:

On standalone basis, the revenue for FY2022 was C 15488 Lakhs higher by 8.23 percent over previous year revenue of C 14310 Lakhs Profit before tax for FY2022 is C 1863 Lakhs representing 12.03 percent of revenue as against previous year profit before tax of C 1001 Lakhs represented 6.99 percent of revenue. Profit after tax for FY2022 is C 1328 Lakhs registered the growth of 78.73 percent over profit after tax of C 743 Lakhs of previous FY2021.

The equity of the shareholders, on standalone basis is C24299 Lakhs as on 31st March, 2022 as compared to C 23454 Lakhs as on 31st March, 2021.

B) Consolidated Financials:

On consolidated basis, the revenue for FY2022 was C 15488 Lakhs higher by 8.23 percent over previous year revenue of C14310 Lakhs Profit before tax for FY2022 is C1759 Lakhs representing 11.35 percent of revenue as against previous year profit before tax of C 911 Lakhs represented 6.37 percent of revenue. Profit after tax for FY2022 is C1219 Lakhs registered the growth of 89.28 percent over profit after tax of C644 Lakhs of previous FY2021.

Covid-19

The directors have been periodically reviewing with the management, the impact of Covid-19 on the business operations of the company.

The lockdown due to Covid-19 pandemic during the first quarter and the monsoon season during the second quarter of 2021-22 resulted in lesser operational days during the financial year 2021-22. The company resumed its seismic services/ field operations post monsoon from the month of October 2021 after evaluating the impact of Covid at each project location.

The situation created by Covid-19 continues to hold some uncertainties for the future, however, the board and the management are closely monitoring the situation as it evolves and doing its best to take all necessary measures in the interests of all stakeholders of the company.

Share Capital

The paid-up equity share capital of the company as on 31st March, 2022 is C 636.48 Lakhs comprising of 63,64,767 equity shares of C 10 each. During the year under review, the company has not issued or allotted any shares of the company. The company does not have any outstanding warrants or any convertible instruments as on 31st March, 2022.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit as retained earnings. Accordingly, the company has not transferred / appropriated any amount to the general reserve during the year ended 31st March, 2022.

Dividend

The Board considering the Companys performance and the financial position for the year under review, has recommended a final dividend of C 8/- per equity share of C 10/- each for the year ended 31st March, 2022, subject to the approval of the members at the ensuing Annual General Meeting.

Material Changes and Commitment

There has been no material change and commitment, affecting the financial performance of the company from the end of the financial year to the date of this report, except for the impact, if any arising out of COVID-19.

Change In the Nature of Business

The company continues to be in the business of providing geophysical data acquisition, processing and interpretation services and there has been no change in the nature of business of the company or any of its subsidiaries during the year under review

Subsidiaries and Joint Venture

A) Foreign Subsidiaries:

The company has one 100% owned foreign subsidiary, Alphageo International Limited, incorporated in Jebel Ali free zone area in Dubai and one 100% owned first level step down subsidiary, Alphageo DMCC incorporated under Dubai multi commodities center (DMCC) regulations. Pursuant to regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Alphageo International Limited, Dubai is a material subsidiary as on 31st March, 2022.

B) Indian Subsidiary:

Alphageo Marine Services Private Limited (AMSPL)

AMSPL was incorporated in the year 2017 for providing marine survey services and aerial geophysical services. No commercial activities have been carried on by the subsidiary company during the year 2021-22.

Alphageo Offshore Services Private Limited (AOSPL)

AOSPL was incorporated in the year 2018 for undertaking commercial activities relating to providing geophysical services for offshore and transition zones, and general offshore related services for mining and hydrography. During the year under review, no commercial activities have been carried on by AOSPL.

Performance of Subsidiaries:

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the subsidiary Companies are given in Form AOC-1 as Annexure-I to this report.

In compliance with section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available on the website of the Company and also will be made available upon the request by any member of the Company.

The company does not have any associate companies. The company has adopted a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which can be viewed on the Companys website at https://www.alphageoindia.com/Policies.htm

Consolidated Financial Statements

The consolidated financial statements of the company and its subsidiaries for the financial year ended 31st March, 2022 prepared in compliance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, Section 129(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Auditors Report thereon form part of this Annual Report.

Public Deposits

The company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and also any other deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Compliance with Secretarial Standards

During the year under review, the company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Unclaimed Dividend

Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules) as amended thereof, mandates the companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

The details of the unclaimed dividend lying with the CompanyareavailableonthewebsiteoftheCompanyatthe web link: https://www.alphageoindia.com/Unclaimed%20 Dividends.htm

A) Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund ("IEPF") Transfer of unclaimed dividend to IEPF:

Pursuant to the provisions of section 124 of Companies Act, 2013 read with IEPF (Accounting, Audit, Transfer and Refund) Rules 2016, as amended thereof, dividends which remain unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account are required to be transferred by the company to Investor Education and Protection Fund ("IEPF") established by the Government of India under the provisions of section 125 of the Companies Act, 2013.

Unclaimed dividend for financial year 2013-14 amounting to C 3.17 Lakhs was transferred into Investors Education & Protection Fund of the Central Government on 25th November 2021 in compliance with section 124 of the Companies Act, 2013.

Transfer of Shares to IEPF:

Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended thereof, mandates transfer of underlying shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund. As per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016, company has issued individual notice through ordinary post to all shareholders whose dividends were lying unclaimed for consecutive seven years and a public notice in this respect has been given in english and vernacular newspapers and details of such shareholders were uploaded on the companys website.

Particulars No of Equity Shares
Number of shares lying in the Investor Education and Protection Fund beginning of financial year 78947
Less : Claim accepted by IEPF Authority and shares transferred 200
Number of shares lying in Investor Education and Protection Fund on date of transfer to IEPF account 78747
Number of shares transferred to the Investor Education and Protection Fund during the financial year 11885
Number of shares lying in the Investor Education and Protection Fund at the end of the financial year 90632

The details of shares transferred to IEPF during the previous years are displayed on the website of the Company. The shareholders whose shares have been transferred to the IEPF Authority can claim their shares from the Authority by following the refund procedure as detailed on the website of IEPF Authority http://iepf.gov.in/IEPF/corporates.html.

Auditors and Audit Reports

Statutory Audit:

In pursuance of the provisions of section 139 and other applicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and the terms of appointment approved at 30th annual general meeting of the company, the period of office of the present statutory auditors M/s Majeti & Co. Chartered Accountants Hyderabad will be completed at the conclusion of 35th annual general meeting. It is proposed to re-appoint M/s Majeti & Co. Chartered Accountant, Hyderabad as statutory auditors of the company with the approval of members for a term of 5 (five) consecutive years from the conclusion of 35th annual general meeting till the conclusion of 40th annual general meeting of the company. The proposed auditors have confirmed their eligibility and qualification required under the Act for holding the office as statutory auditors of the company.

Audit Report on Financial Statements:

The auditors report to the shareholders on the financial statements of the company for the financial year ended on 31st March, 2022 does not contain any qualification, reservation or adverse remark.

Secretarial Audit:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules thereunder, M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad were appointed to conduct the secretarial audit of the company for the financial year 2021-22. The secretarial auditors have issued modified report for the year ended 31st March, 2022. The report issued by them is appended as Annexure–II to this report.

Details of Qualification:

The secretarial auditors in its report stated during the period under review the company had intimated the revision in credit ratings received from CRISIL on 21st April, 2021, to the stock exchanges, on 28th April, 2021

Boards Explanation to the Qualification in the Report:

The concerned official who received the CRISIL letter via e-mail was affected by COVID-19 and was under quarantine. When he/she rejoined the work, the intimation related to credit rating was provided to concerned stock exchanges.

Cost Audit and Cost Records:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Directors and Key Managerial Personnel

Re-appointment of Directors: a) Mr. Dinesh Alla, (DIN: 01843423) Managing Director of the company has been reappointed as Managing Director of the company for a period of five years effective from 21st August, 2021 at the 34th annual general meeting held on 29th September, 2021 through special resolution passed by members of the company.

b) Mrs. Savita Alla, (DIN: 00887071) Joint Managing Director of the company has been reappointed as Joint Managing Director of the company for a period of three years effective from 25th May, 2021 at the 34th annual general meeting held on 29th September, 2021 through special resolution passed by members of the company.

Retirement by Rotation:

Mr. Rajesh Alla, Non-executive director retired by rotation has been re-appointed as director of the company at the 34th annual general meeting held on 29th September, 2021.Further, as per the provisions of section 152(6) of Companies Act, 2013 and in terms of the Articles of Association of the company, Mr. Rajesh Alla retires by rotation at the ensuing annual general meeting and being eligible, seeks re-appointment. The board recommends his re-appointment for the approval of the members.

Particulars of Remuneration to Directors and Key Managerial Personnel:

Particulars of remuneration to directors and key managerial personnel as required under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-III and forms part of this report.

Changes In Key Managerial Personnel:

During the year, Mrs. Deepa Dutta has resigned from the office of the Company Secretary of the company with effect from 3rd September, 2021. Mrs. Rohini Gade Chief Financial Officer of the company took additional charge as Compliance Officer of the company from 3rd September, 2021.The board in its meeting held on 23rd September, 2021 appointed Mrs. Sakshi Mathur as Company Secretary and Compliance Officer of the company.

Other Changes, if any, occurred after the closure of financial year:

No changes occurred after the closure of the financial Year.

Board Meetings

During the financial year 2021-22, Six (6) meetings of the board were held with the presence of necessary quorum in all the meetings. The maximum gap between any two meetings was as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015. The details of board meeting held and attendance of directors are provided in corporate governance report forming part of this annual report.

Committees of the Board

The company has constituted/reconstituted various board level committees in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) regulations, 2015. The board has following committees as under:

i. Audit committee

ii. Nomination & remuneration committee

iii. Stakeholders relationship committee

iv. Corporate social responsibility committee

v. Finance committee

The details of the composition of committees and the number of meetings held and attendance of directors at such meetings are provided in the corporate governance report, which forms part of this annual report.

Audit Committee

The audit committee of the board, currently headed by an independent director as chairperson meets at regular intervals to discharge its terms of reference effectively and efficiently. During the year under review, there were no instances where recommendations of the audit committee were not accepted by the board.

Nomination and Remuneration Policy

The company has framed and adopted a policy on nomination and remuneration of directors, key managerial personnel and other employees of the company in line with the provisions of section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015. The policy is available on the website at: https://www.alphageoindia.com/ Policies.htm.

It is affirmed that the appointment and remuneration of directors, key managerial personnel and all other employees are in accordance with the remuneration policy of the company. The remuneration paid to the executive and non-executive directors of the company during the year under review have been detailed in the corporate governance report, forming part of this annual report

Particulars of Remuneration to Employees

The details of remuneration to employees, as required under rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-IV forming part of this report.

Whistle Blower/Vigil Mechanism

The Company has adopted a whistle blower policy to provide a formal mechanism to the directors and employees to deal with the instances of unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy. The policy provides for adequate safeguards against victimisation of persons, who avail the mechanism and provides direct access to the chairman of audit committee of the board.

The audit committee periodically reviews the whistle blower policy. It is affirmed that no personnel of the company have been denied access to the chairman of the audit committee. The whistle blower policy has been posted on the companys website at http://www. alphageoindia.com/ Policies.htm.

Declaration by Independent Directors

The company has received necessary declaration from all the independent directors of the company under the provisions of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (LODR) Regulations, 2015.

Meeting of Independent Directors

Details of separate meeting of independent directors held are provided in the report on corporate governance forming part of this annual report.

Board Induction and Familiarization Programme For Independent Directors

Prior to the appointment of an independent director, the company sends him/her a formal appointment letter which explains the role, functions and responsibilities expected from him/her as a director of the company. The details of the board familiarization programme are explained in the corporate governance report forming part of this annual report and also accessible on the website of the company.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of section 178 of the Companies Act, 2013 read with rules made thereunder, and regulation 17 of SEBI (LODR), 2015 the Board has carried out an annual evaluation of its own performance, performance of the directors individually and the working of its various committees as per the evaluation criteria defined by nomination and remuneration committee for performance evaluation process of the board, its committees and directors.

The evaluation has been carried out through a structured questionnaire covering various aspects of the boards functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance and contribution at meetings etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The evaluation process has been explained in the corporate governance report, which forms part of this annual report.

ParticularsofLoans,GuaranteesorInvestments

During the year under review, the company has not extended any loans and given guarantees to any other person or body corporate.

Particulars of Contracts or Arrangements With Related Parties

All contracts/ arrangements/ transactions entered by the company during the year under review with related parties were in the ordinary course of business and are on an arms length basis and are in compliance with the applicable provisions of the Act and the Listing Regulations. The particulars of such transactions with related parties have been disclosed at note no. 42 in the standalone financial statements as required under IND AS 24- related party disclosures and as specified under section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014, as amended.

There were no materially significant related party transactions made by the company during the year that required shareholders approval under regulation 23 of the listing regulations or which may have a potential conflict with the interests of the company during the financial year.

During the year, there were no contracts or arrangements or transactions entered into with the related parties other than at arms length price. Accordingly, there were no transactions during the year ended 31st March, 2022 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.

The Company has adopted a Policy for dealing with the transactions with related parties in line with the provisions of the Companies Act, 2013 and Listing Regulations, which is available on the companys website at http://alphageoindia.com/Policies.htm

Corporate Social Responsibility (CSR)

In compliance with the provisions of section 135 of the Companies Act, 2013, the board has constituted a corporate social responsibility committee which monitors and oversees various CSR initiatives and activities of the company. The composition of the corporate social responsibility committee is provided in the corporate governance report, which forms part of this annual report. The companys CSR policy is available on the website at http://alphageoindia.com/Policies.htm.

The company is undertaking CSR initiatives in compliance with schedule VII to the Companies Act, 2013. During the year under review, the company primarily extended its support to the projects in the areas of promoting education, promoting healthcare and rural development. The annual report on CSR activities undertaken during the financial year 2021-22, in terms of the requirements of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-V to this report.

Reasons for not spending the amount earmarked for CSR activities:

During the FY2021-22, the company ought to have spent C 54.96 Lakhs on CSR activities. The actual spent during the year was C 29.66 Lakhs. Despite best efforts and due to procedural requirements and delay in fulfillment of project-related obligations by the local/public authorities along with whom the company is carrying out the project, the company has been unable to execute its identified projects/activities.

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has deposited the unspent amount of C 25.30 Lakhs pertaining to the ongoing projects related to CSR, in a separate Bank account called "Unspent CSR Account". The amount transferred to the "Unspent CSR Account" will be spent in the specified manner within the prescribed timelines.

Report on Corporate Governance

Pursuant to regulation 34 of the Listing Regulations, a report on corporate governance for the financial year 2021-22 forms an integral part of this report. The requisite certificate from a practicing company secretary confirming compliance with the mandatory requirements relating to corporate governance as stipulated under the listing regulations is attached to the report on corporate governance.

Management Discussion and Analysis Report

Managements discussion and analysis report for the year under review, as stipulated under regulation 34 of the listing regulations, is presented in a separate section, forming part of this annual report

Risk Management

The company continuously identifies the risks that it faces such as strategic, financial, liquidity, regulatory, legal and other risks, assesses and evaluates the same in line with the overall business objectives, functioning and growth of the company.

The details of the risk management framework and issues related thereto have been explained in the management discussion and analysis report.

Business Responsibility Report

As per the criteria laid under regulation 34 of SEBI Listing regulations 2015, the business responsibility report is not applicable to the company for the financial year ended 31st March 2022

Internal Financial Controls and its adequacy

The company has in place an adequate internal financial control system with reference to financial statements and such internal financial controls are operating effectively and no deficiencies have been observed during the year under review.

The companys internal control systems are well established and commensurate with the nature of its business and the size and complexity of its operations. The audit committee reviews the adequacy and effectiveness of the companys internal control system.

Reporting of Frauds

There were no instances of frauds during the year under review, which required the statutory auditors to report to the audit committee and/or the board under section 143(12) of the Companies Act, 2013 and the rules made thereunder.

Code of Conduct

A declaration regarding compliance with the code of conduct signed by the companys chairman and managing director is published in the corporate governance report which forms part of this annual report.

Annual Return

In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the Draft Annual Return of the Company for the financial year ended on 31st March 2022 is available on the website of the Company at the link: https://www.alphageoindia.com/Annual%20Returns.htm

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The company has a policy for "Prevention and prohibition of sexual harassment of women at workplace" in line with the requirements of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 which aims to provide protection to employees at workplace with the objective of providing a safe working environment. The company has constituted an internal complaints committee to redress complaints regarding sexual harassment. During the year under review, the company has not received any complaints pertaining to sexual harassment. The policy is available on the companys website at: http://www.alphageoindia.com/Policies.htm.

Employees Stock Option Scheme

Stock option to employees is being administered under the scheme titled "Alphageo ESOS 2008". Under this scheme, 2, 35,067 stock options are available for granting to employees and there are no enforceable stock options outstanding as on 31st March, 2022.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided below:

a. Conservation of energy: Not applicable
b. Technology absorption: Nil
c. Foreign exchange earnings and outgo:
2021-22 2020-21
C in Lakhs C in Lakhs
Foreign exchange earnings Nil Nil
Foreign exchange outgo:
CIF value of imports 6 2821
Expenditure in foreign currency 87 194

Significant and Material Orders Passed by the Courts / Regulators

There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status of the company and its operations in future.

Directors Responsibility Statements under Section 134 of the Companies Act, 2013

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to directors responsibility statement, the board of directors of the company hereby confirms that: i. in the preparation of the annual accounts of the company, both standalone and consolidated for the year ended 31st March, 2022, the applicable accounting standards read with requirements set out under schedule III to the Companies Act 2013, have been followed and that there are no material departures from the same;

ii. the directors have selected such accounting policies 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 31st March, 2022 and of the profit/(loss) for the year ended on that date;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the year ended 31st March, 2022 have been prepared on a going concern basis;

v. adequate internal financial controls have been laid down and such controls are operating effectively;

vi. proper and adequate systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are operating efficiently.

Details of Application made or proceeding pending under Insolvency and Bankruptcy Code 2016 during the year along with their status as at the end of the financial year.

During the year under review and at the end of financial year 31st March 2022, there were no applications made or 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 along with the reasons thereof

During the year under review, there has been no one time settlement for loans from Banks and Financial Institutions have been made.

Acknowledgement

We express our sincere appreciation and thank our valued shareholders, employees, clients, vendors, investors, bankers and other business associates for their co-operation and continued support to the company.

We appreciate the sincere and dedicated services of every member of Alphageo family.

For Alphageo (India) Limited
Hyderabad Dinesh Alla
27th May, 2022 Chairman and Managing Director