Alphalogic Techsys Ltd Directors Report

Dear Shareholders,

We are delighted to present the Seventh (07th) Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2024-25 is summarized below:

		Standalone	Consolidated
Particulars	As on 31st March		As on 31st March
	2025	2024	2025	2024
Revenue from Operations and Other Income	1,727.39	774.78	8,015.98	5565.04
Profit/ (Loss) before depreciation and tax	452.73	388.79	856.93	711.18
Less: - Depreciation	1.09	1.13	13.23	12.13
Profit/ (Loss) Before Tax	451.63	387.66	843.70	699.05
Less: - Tax Expenses for Current Year	110.56	95.14	207.44	169.99
Less: - Deferred Tax	4.83	-1.36	5.28	0.59
Less: - Excess/(Short) provision of earlier Years written off	0.25	-0.13	2.19	-0.47
Profit after Tax	335.99	294.01	628.79	528.94
Total Other Comprehensive Income	8.25	154.72	8.25	154.72
Total Comprehensive Income for the Period Total Comprehensive income for the period attributable to	344.24	448.73	637.04	683.66
Controlling Interest	-	-	494.09	568.97
Non-Controlling Interest	-	-	142.95	114.69
Profit / (Loss) Carried to Balance Sheet Earnings per share (EPS)	344.24	448.73	637.04	683.66
Basic	0.54	0.48	1.01	0.86
Diluted	0.54	0.48	1.01	0.86

OPERATIONS

Standalone and Consolidated

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 1,727.39 Lacs on Standalone basis in comparison to Rs. 774.78 Lacs in the previous year, showing an increase in business activities of the Company.

The Profit before tax has increased by Rs. 63.97 Lacs showing Rs. 451.63 Lacs in current year, which leads to an increase in profit after tax of Rs. 41.98 Lacs showing Profit after tax of Rs. 335.99 Lacs.

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 8,015.98 Lacs on Consolidated basis, and Profit before tax was Rs. 843.70 Lacs in current year, which leads to a profit after tax of Rs. 628.79 Lacs.

2. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31st March 2025. This decision has been taken to conserve resources for the companys planned expansion project. The company is setting up an industrial unit for manufacturing 150 KLPD Ethanol, DDGS, and allied products at the Chandrapur (Tadali) Growth Centre, MIDC Chandrapur. As the project involves significant capital investment, the Board has resolved to retain the entire profit for reinvestment into the business. This approach is aimed at supporting future growth and enhancing long-term shareholder value.

3. AMOUNT TRANSFERRED TO RESERVE

The company had created a reserve of Rs. 20,28,325.00 for issuance of Bonus Shares to the warrant holders post conversion of warrants into equity shares during the last financial year.

During the Financial Year, this reserve was utilised by capitalising Rs. 12,83,330.00 on issuance of 2,56,666 bonus equity shares allotted to warrant holders on conversion of 7,70,000 warrants in the ratio of 1:3.

4. CHANGE IN NATURE OF BUSINESS

There was no change in nature of Business of the Company during the year under review.

5. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. SHARE CAPITAL

The authorized share capital as on 31st March 2025 is Rs. 33,00,00,000/- (Thirty-Three Crores) divided into 6,60,00,000 equity shares of Rs. 05 each.

The paid-up share capital of the company as on 31st March 2025 is Rs. 31,30,56,225/- (Rupees Thirty-One Crores Thirty Lakhs Fifty-Six Thousand Two Hundred and Twenty Five) divided into 6,26,11,245 equity shares of Rs. 05 each.

During the year under review, the authorized share capital of the company has increased from Rs. 26,00,00,000/- divided into 5,20,00,000 equity shares of Rs. 05 each to Rs. 33,00,00,000/- divided into 6,60,00,000 equity shares of Rs. 05 each on 06th July 2024.

The Company has made allotment of 1,41,33,695 Bonus Equity Shares in the Ratio 14:48, i.e., 1 (Fourteen) equity shares of nominal value of Rs. 05/- (Rupees Five only) each fully paid up for every 48 (Forty Eight) existing equity shares held of nominal value of Rs. 05/- (Rupees Five only) each on 16.07.2024.

The company, on approval of members in the Extra Ordinary General Meeting held on 11th November 2022, had issued 25,00,000 convertible share warrants. The company has converted 7,70,000 warrants and subsequently issued 7,70,000 equity shares and 2,56,666 Bonus Shares (reserved for warrant holders in the ratio 1:3) on 08th May 2024.

7. HUMAN RESOURCE & EMPLOYEE RELATIONS

Employee relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.

8. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Alphalogic, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures

seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The detailed Corporate Governance Report form a part of this Board Report as "Annexure A".

9. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is annexed and marked as "Annexure B".

10. DIRECTORS RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:

i. That in the preparation of the annual accounts for financial year ended 31st March, 2025; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

11. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period.

iii. 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.

iv. That the Directors have prepared the annual accounts on a going concern basis.

v. That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

vi. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation

Mr. Dhananjay Subhash Goel (DIN: 08290798), Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible to offer himself for re-appointment. The Board recommends his re-appointment.

b) Change in Directors

-Mr. Anshu Subhash Goel (DIN: 08290775) has been re-appointed as the Managing Director of the Company for a period of five years commencing from June 15, 2024 to June 14, 2029 as approved by members on AGM held on 06th July 2024.

-Mr. Rohan Kishor Wekhande (DIN: 08197194) has been re-appointed as a Non- Executive Independent Director of the Company for a second term of 5 (Five) years commencing from June 15, 2024 to June 14, 2029, as approved by members on AGM held on 06th July 2024.

Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. Details of the proposal for appointment/re- appointment of Directors are mentioned in the Notice of the Annual General Meeting.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year under review the company has no joint ventures or Associate Companies except the subsidiary formed in the F.Y. 2020-21 with the objective of enhancing and diversifying Companys business to different economic sectors providing large customer base, over the years to come. The consolidated statement of account for the financial year ended 31.03.2025 in form of AOC-1 has been attached as "Annexure C" to the Directors Report.

13. NUMBER OF MEETINGS OF THE BOARD

Seven Meetings of the Board of Directors were held during the financial year 2024-25:

S.No.	Date of Meeting	Directors Present
1	08th May, 2024	6
2	22nd May,2024	6
3	12th June, 2024	6
4	16th July, 2024	6
5	14th August, 2024	6
6	12th November, 2024	6
7	24th January, 2025	6

The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 24th January, 2025 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, contents and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

14. NUMBER OF MEETINGS OF THE SHAREHOLDERS

S.No.	Type of Meeting	Date of Meeting
1	Annual General Meeting (AGM)	06th July, 2024

15. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors and Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

18. COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had Four committees: the audit committee, the nomination and remuneration committee, the stakeholders relationship committee and the management committee. The committees consist of optimum number of independent directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meeting held on June 24, 2019 constituted an Audit Committee in compliance with the provision of Section 177 of Companies Act, 2013.

S. DIN/ PAN No.	Name of Director/ KMP	Designation	No. of Meetings Attended
1 9438320	Mr. Amar Raykantiwar	Non-Executive Independent Director/Chairperson	4
2 8197194	Mr. Rohan Kishor Wekhande	Non-Executive Independent Director	4
3 8290775	Mr. Anshu Subhash Goel	Executive Director	4

*Company Secretary shall act as the secretary of this Committee.

During the year under review, 4 (Four) meetings of the Audit Committee were held on 22nd May 2024, 14th August 2024, 12th November 2024 and 24th January 2025.

B. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on June 24, 2019 constituted a Nomination and Remuneration Committee in compliance with the provision of Section 178 of Companies Act, 2013.

S. No DIN/ PAN	Name of Director/ KMP	Designation	No. of Meetings Attended
1 8197194	Mr. Rohan Kishor Wekhande	Non-Executive - Independent Director/ Chairperson	1
2 8290832	Mr. Vedant Goel	Non-Executive - NonIndependent Director	1
3 9438320	Mr. Amar Raykantiwar	Non-Executive - Independent Director	1

*Company Secretary shall act as the secretary of this Committee.

During the year under review, 1 (One) meeting of the Nomination and Remuneration Committee were held on 14th August 2024.

C. Composition of Stakeholders Relationship Committee

The Board of Directors in its meetings held on June 24, 2019 constituted a Stakeholders Relationship Committee in compliance with the provision of Section 178 of Companies Act, 2013:

S. No DIN/ PAN	Name of Director/ KMP	Designation	No. of Meetings Attended
		Non-Executive -
1 9438320	Mr. Amar Raykantiwar	Independent Director/	1
2 8197194	Mr. Rohan Kishor Wekhande	Chairperson Non-Executive - Independent Director	1
3 8290775	Mr. Anshu Subhash Goel	Executive Director	1

*Company Secretary shall act as the secretary of this Committee.

During the year under review, 1 (One) meeting of the Stakeholder Relationship Committee was held on 24th January, 2025.

D. Composition of Management Committee

The Board of Directors in its meetings held on April 01, 2020 constituted a Management Committee in compliance with the provision of Section 179 of Companies Act, 2013.

S. No DIN/ PAN	Name of Director/ KMP Designation	No. of Meetings Attended
1 8290775	Mr. Anshu Subhash Goel Executive Director	1
2 8290823	Ms. Neha Anshu Goel Executive Director	1

During the year under review, 4 (Four) meetings of the Management Committee were held on 22nd May 2024, 14th August 2024, 12th November 2024 and 24th January 2025.

19. INTERNAL FINANCIAL CONTROLS

Your Company has appointed Mr. Anand Acharya as its Internal Auditor. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

21. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2024-25 were on Arms Length Basis and were in the Ordinary Course of business. There were no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise, and the Board. The transactions entered into by the company are audited. The Company has developed a Policy on dealing with Related Party Transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure D" to the Board report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://investors.alphalogicinc.com/policies . Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure D" to the Board report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https:// investors.alphalogicinc.com/policies.

22. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There were no Material Changes and Commitment between the end of Financial Year and Date of the Board Report.

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

The provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption do not apply to the Company. Accordingly, these particulars have not been provided.

No foreign exchange expenditure was made during the year.

24. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the "Annexure E" forming part of this report.

25. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub- section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is placed on website of the company at https://investors.alphalogicinc.com/policies and the salient features of the same appended as "Annexure F" forming part of this report.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website at https://investors.alphalogicinc.com/policies .

27. RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Board of the Company has formed a Risk Management Policy for the Company to identify elements of risk and monitor the Risk and establish control.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

29. AUDITORS & AUDITORS REPORT

The Company has re-appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W) as Statutory auditor of the company for second term of 4 (four) years to hold office from the conclusion of Sixth Annual General Meeting (AGM) till the conclusion of the Tenth Annual General Meeting. The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended. Further, the notes referred to by the Auditors in their Report are self-explanatory and hence do not require any explanation.

30. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

31. SECRETARIAL AUDIT

Pursuant to the ICSI Guidelines with respect to certification and audit applicable on the company and provisions of Section 204 of the Companies Act, 2013, Rules made thereunder, the Company has appointed CS Sudhanshu Panigrahi, Practicing Company Secretary being eligible and peer reviewed to undertake the Secretarial Audit and other listing certifications of the Company from the financial year 2022-23. The Secretarial Audit Report for the financial year 2024-25 is annexed herewith as "Annexure G" forming part of this report.

32. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

33. ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the company is provided on the website of the company at https://investors.alphalogicinc.com/ annual-return-eform-mgt-7 .

34. SECRETARIAL STANDARDS

The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2, relating to Meeting of the Board of Directors and General Meeting, respectively, have been duly followed by the Company.

35. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

36. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost accounts and records as specified under section-148 of the Companies Act, 2013.

37. INTEGRATED REPORT

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Companys long-term perspective. The Report also touches upon aspects such as organizations strategy, governance framework, performance and prospects of value creation.

38. DETAILS OF DIFFERENCES 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:

Your company had not made any one-time settlement with any of its lenders.

39. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There were no applications made during the financial year 2024-25 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code

2016.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") the Company has a Policy with zero tolerance for any misconduct related to sexual harassment of women at workplace. During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of the number of complaints received, disposed and pending during the last three financial years pertaining to the sexual harassment of women at workplace are as under:

Financial Year	Number of complaints received	Number of complaints disposed	Number of cases pending as on the end of the Financial Year
2022-23	0	0	0
2023-24	0	0	0
2024-25	0	0	0

41. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees of the Bank with respect to leaves and maternity benefits thereunder.

42. DISCLOSURES

Your Company has always believed in providing a safe and harassment free workplace for every individual working in companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received by the company.

43. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their stupendous efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers and all other business associates and the Government authorities for their continuous support given to the Company and their confidence in the management.