Anka India Ltd Directors Report

To the Members, ANKA INDIA LIMITED

Your Directors have pleasure in presenting this 31^st Annual Report together with Audited Accounts of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE OVERVIEW

The financial results of the Company for the year ended 31^st March, 2025 and for the previous year ended 31^st March, 2025 are as follows:

[Amount in Rs "Thousand"]

Particulars	Financial Results
	Year Ended	Year Ended
	31.03.2025	31.03.2024
Income from Operation	-	-
Other Income	6,391	5,734
Total Income	6,391	5,734
Total Expenses	2,971	1,473
Profit/Loss before Finance Cost,	3,420	4,261
Depreciation and Taxes
Finance Cost	25	-
Depreciation	55	61
Profit/loss before Tax	3,340	4,200
Provision for Taxation	-	-
Deferred Tax (Assets)/Liability	3,62	-
Earlier Year Taxes	6,55	-
Profit/loss for the Year	2,323	4,200
Earnings per Share (Basic)	0.17	0.48
Earnings per Share (Diluted)	0.17	0.20

2. DIVIDEND

To provide a financial cushion to its future prospects, the Board of Directors does not recommend any dividend for the year ending March 31, 2025.

3. TRANSFER TO RESERVES

The Board does not propose to transfer any amount to the reserves.

4. WEB LINK OF ANNUAL RETURN, IF ANY:

The Company is having website i.e._ https://www.ankaindia.com and annual return of Company has been published on such website. Link of the same is given below:

https://www.ankaindia.com/financial-statements/annual-return

5. STATE OF COMPANYS AFFAIR AND FUTURE OUTLOOK

The financials year 2024-25 has proven to be a successful year for the Company as the income of the Company has been increased form Rs. 5,734 (P.Y.) to Rs. 6,391 (C.Y).

However, the profit of the Company has been decreased from Rs. 4,200 (P.Y.) to Rs. 2,323 (C.Y.) and also Company is not able to generate any revenue from its operation but the amazing part is that the Company has completed the acquisition of Futech Internet Private Limited by swapping of 3,61,54,529 (Three Crore Sixty One Lakh, Fifty- Four Thousand Five Hundred Twenty Nine) Equity Shares of face value of Rs. 10/- (Rupees Ten) each, fully paid-up, ("Equity Share") at an Issue Price of Rs. 17 (Rupees Seventeen only) per equity share of the Company and now Futech Internet Private Limited has become wholly owned subsidiary of the Company.

Further Board has also decided to merge the Futech Internet Private Limited and accordingly is in process to file necessary merger application with the relevant authorities.

The board of the Directors are putting their best efforts and they believe that the due to acquisition/merger of Futech Internet Private Limited the Company will achieve its long term objective and to achieve new heights.

The operational aspects of the Companys working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this

Directors Report.

6. CHANGE IN THE NATURE OF BUSINESS

There are no change in the nature of business of the Company during the financial year. However after the end of the financial year the Company has changed its main objects from media and entertainment to It and Advertising the detailed explanation for the change in the objects are already explained in the Extra ordinary General Meeting of the Company held on 12^th April, 2025.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31^st March, 2025 and the date of this report affecting the financial position of the Company except the acquisition of Futech Internet Private Limited.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There are no significant and material order passed by the Regulators or Court, which would impact the going concern status of the Company and its future operations.

9. INTERNAL FINANCIAL CONTROL

The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed. The

Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

A detailed note has been provided under Management Discussion and Analysis report

10.SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES, PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the period under review no company have become or ceased to be its Subsidiaries, joint ventures or associate companies.

The Company does not have any Subsidiary, Joint venture Company or Associate Companies hence there is no comments is required on their performance.

11. 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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

12. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

13. 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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

14. DETAILS OF MONEY ACCEPTED FROM DIRECTOR

During the period under review the Company has accepted money in the form of unsecured loan from the director or relative of the director of the Company the details of which are forming part of the financials statement as attached herewith.

15.DEPOSIT

During the year under review, your Company did not accept any Deposits from the Public covered under Chapter V of the Companies Act, 2013.

16.AUDITORS

? STATUTORY AUDITORS

M/S R.S. Prabhu & Associates, Chartered Accountants, Firm Registration No. 127010W was appointed as the statutory auditors in the 27^th Annual General Meeting of the Company who shall holds office upto the conclusion of the 32^nd Annual General Meeting of the Company as per the provisions of the Section 139 of the Companies Act, 2013 and there is no change in the auditor of the Company.

? INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 every listed Company has to appoint an Internal Auditor who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company. Accordingly, the Board of Directors of your Company in their meeting held on 30/05/2025 has re-appointed M/s Manoj S. Sharma & Associates Chartered Accountants, Delhi as Internal Auditors of the Company, pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2025-2026.

? SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed format.

The Board of Directors appointed M/s Dhingra and Associates having Membership No.: 54386, Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2024-25 and their report is annexed to this Board report

Annexure B.

17.AUDITORS REPORT

? STATUTORY AUDIT REPORT

S. AUDITORS REMARKS	DIRECTORS REPLY
NO
1 Inventories amounting to 22,50,000/- have been lying idle for more than twelve months. The Company has not carried out an assessment of the net realisable value of these inventories as required under the applicable accounting framework [Ind AS 2 Valuation of Inventories]. In the absence of adequate supporting documentation and audit evidence, we are unable to determine whether any adjustment is required to the carrying value of such inventories as at the reporting date.	The Board is making their best efforts for getting the films released and generate revenue
2 Intangible assets under development amounting to 6,99,84,393/- have been carried in the books for more than two years without demonstrable progress in development or indications of technical or commercial feasibility. The Company has not carried out an impairment assessment in accordance with the applicable accounting standards [Ind AS 38 Intangible Assets and Ind AS 36 Impairment of Assets]. In the absence of such an assessment, we are unable to ascertain whether any impairment loss is required to be recognized.	The Board is making their best efforts for getting the songs released and sell its rights.
3 The Company continues to recognize the minimum alternative tax paid in previous years amounting to Rs. 35,37,792/- as asset and expects the same to be adjusted against future tax payments. In our view, considering the history of losses and overall financial position of the Company, it is not prudent on part the company to recognize the same as assets, and the same is not in consonance with the provisions of "Guidance Note on accounting for credit available in respect of Minimum Alternative Tax under the Income Tax Act, 1961 "	As per the recent developments the Company is in process of acquiring Futech Internet Private Limited by way of swapping of the shares as per the resolution passed in the extra ordinary general meeting of the Company held on 12th April, 2025 accordingly the management has the view that they will generate revenue in the upcoming years and hopes to be adjust the minimum alternative tax against future tax liabilities or if the same will not happen they write off the same after the expiry of time period of utilization as per Income tax Act.

Rest of the observations of the auditors on the Financial Statements including relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed under Section 134(3) of the Act.

? SECRETARIAL AUDITOR REPORT

S. AUDITORS REMARKS	DIRECTORS REPLY
NO
1 The Company is not maintaining Structured Digital Database as mentioned under the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 there the Company is non-compliant with provisions of Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 during the period under review.	The Company has implemented the SDD software in March, 2025 and now the Company has fully complied with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
2 The Company has also not filled Statement	The Company has filled the
of Deviation of Funds pursuant to Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 for the quarter ended June, 2024 within in the due time period i.e. 45 days from end of the respective quarter.	statement of deviation for June 2024 on 22/08/2024. The delay in filling is unintentional the board is taking utmost care and make sure all the compliances are filled within the time period prescribed under law.
3 The Company has not filed form MGT-14 u/s 117 read with 179 for the board resolution dated 04/09/2024 for the approval of Directors Report for the financial year ended 31.03.2024.	The Company has will file the form MGT-14 with the additional fees. The delay in filling is unintentional the board is taking utmost care and make sure all the compliances are filled within the time period prescribed under law.
4 The Company has not complied with SEBI Circular no SEBI/HO/ISD/ISD-PoD- 2/P/CIR/2023/124 dated July 19, 2023 i.e. the Company has not closed trading window from the end of each quarter during the entire financial year 2024-25 and restricting trading by Designated Persons ("DPs") by freezing PAN at security level.	The Company has closed the trading window from the date of notice of the board meeting to till 48 hours after the declaration of financial results.
	The said non compliance is totally unintentional and an miss to follow the effective date i.e.
	01.04.2024 of compliance of said circular. The Board hereby confirm that there is no trading by any DPs during the aforesaid period.
	The Board hereby confirm that it has now dully in compliance of the said circular.
5. The Company has not filled the financials for the quarter ended 30.06.2024 in XBRL format within 24 hours from the conclusion of the meeting of the Board.	The board has filled the scanned results within 30 minutes from the conclusion of the meeting. The delay in filling in XBRL is unintentional the board is taking utmost care and make sure all the compliances are filled within the time period prescribed under law.

18.SHARE CAPITAL

Recognizing the needs of the business and to strengthen the working capital of the Company the Board of Directors has raised the funds by issue of further share capital. The Company has issued 54,10,375 Equity Shares at a price of Rs 10/- per share each upon the conversion of warrants and accordingly the paid up share capital of the Company has been increased from Rs. Rs. 9,97,75,810 (Rupees Nine Crore Ninety Seven Lakh Seventy

Five Thousand Eight Hundred Ten) to 15,38,79,560 (Rupees Fifteen Crore Thirty Eight Lakh Seventy Nine Thousand Five Hundred Sixty).

Further the Company Forfeited 73,12,044 Share Warrants upto the extent of payments made (Rs.3 Per Share Warrant). Forfeiture was made in the month of August 2024 being the completion of 18 months from the date of allotment as stipulated by the SEBI Act & Rules.

? DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

All the equity shares of the Company are having pari passu rights and the Company has not issued any equity shares with differential rights.

? DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity during the year.

19.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Information under Section 134 of the Companies Act, 2013 read with the rules made there under is given in Annexure ‘C forming part of this Report.

20.CORPORATE SOCIAL RESPONSIBILITY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs every company having the net worth of Rs. 500 crores or more, turnover of Rs. 1000 crores or more, or net profit of Rs 5 Crore or more during any financial year have to spend at least 2% of the average net profit of the company made during the three immediately preceding financial years.

As per the guidelines given above our company does not come under the stipulated category to spend any amount on the CSR activity.

21.DIRECTORS AND KEY MANAGERIAL PERSON

a. CHANGES IN DIRECTORS

Mr. SULAKASHANA TRIKHA (DIN: 02924761) retires by rotation and being eligible, offers himself for re-appointment in accordance with the provisions of Section 152(6) and the

Articles of Association of the Company. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of this AGM, forming part of the Annual Report.

Further, during the period under review, there are no changes in the Board of Directors of the Company expect the appointment of Mr Raman Rakesh Trikha on 30.09.2024 who is liable to retire by rotation.

b. CHANGES IN KEY MANAGERIAL PERSON

During the period under review there are no changes in key managerial persons.

c. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder.

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

d. BOARD EVALUATION

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others

Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board.

The details of Programme for familiarization of Directors of your Company are available on your Companys website viz www.ankaindia.com.

22.MEETINGS

During the financial year 2024-25 there were 7 (Seven) Board Meetings, 5 (Five) Audit Committee meetings, 3 (Three) meetings of the Stakeholder relationship committee, 1 (One) meeting of the Nomination and remuneration Committee and 1 (One) meeting of Independent Director held for which proper notice has been given and the proceedings are recorded in the minutes thereof. The provisions of Companies Act, 2013 were adhered while considering the time gap between two meetings.

The Details of the Board and Committee Meetings are as Follows:-

S. No	Date of Meeting	Board Meetin g	Audit Committ ee Meeting	Stakeholder relationship committee	Nomination and remuneratio n Committee Meeting	Independe nt Director Meeting
1	30/05/2024	v	v	v	-	-
2	08/08/2024	v	-	-	-	-
3	14/08/2024	v	v	-	-	-
4	04/09/2024	v	-	v	-	-
5	14/11/2024	v	v	-	-	-
6	14/02/2025	v	v	v	v	-
7	13/03/2025	v	v	-	-	v

In terms of section 177 of the Companies Act, 2013 the Composition of the Audit committee is Mrs. Niti Sethi is the Chairman and Mrs. Sulakshana Trikha and Mrs. Asha Kishinchand are the Members.

During the period under review the board has accepted all the recommendation of the Audit committee.

23.VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been the core of the companys functioning.

In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk. To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company website at web link www.ankaindia.com.

24.REMUNERATION POLICY

The Board has framed a policy for selection of and appointment of Directors, Senior Management and their remuneration and the same has been uploaded on the website of the Company at web link www.ankaindia.com.

25.PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Act, are detailed in the financial statements.

26.RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Person etc., which may have potential conflict with the interest of the Company at large.

All related party transactions were presented to the Audit Committee and the Board. Approval is obtained for the transactions which are foreseen and repetitive in nature. Related party transactions entered were presented before the Board and Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the

Companys website at the web link www.ankaindia.com.

No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

27.CORPORATE GOVERNANCE

As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 The compliance with the corporate governance provisions as specified in regulations 17, 77[17A,] 18, 19, 20, 21,22, 23, 24, 78[24A,] 25, 26, 79[26A,] 27 and clauses (b) to (i) 80[and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Whereas as per the last Audited Balance Sheet as made up till 31.03.2024 the Company falls short of the above mentioned criteria, hence the provisions relating to Corporate Governance as mentioned above para does not apply to the Company. However, the company is taking utmost care and following all the provisions of the Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

28.PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Since Company has not paid any remuneration to any of its directors pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 median employee remuneration cannot be compared. Hence the said details are not provided.

29.RISK MANAGEMENT POLICY

Risk Management is a very important part of every business. Companys Risk Management Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision Making Level.

In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.

In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.

Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.

30.PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

31. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,

Prohibition & Redressal) Act, 2013 (‘Act), the Company has constituted Internal Complaints

Committees (ICC) which are responsible for redressal of complaints related to sexual harassment. The objective of the Policy is to create and provide a work environment that is safer, civilized, free from any sort of hostility, supportive to the diversity & dignity of all Associates, where Associates feel secure, provide protection to the Associates at the workplace and established guidelines for prevention & redressal of complaints of sexual harassment and matters connected or incidental thereto at the workplace on the basis of natural justice and confidentiality.

The Company is committed to provide a safe and conducive work environment to its women employees.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]

Number of Sexual Harassment Complaints received	NIL
Number of Sexual Harassment Complaints disposed off	NIL
Number of Sexual Harassment Complaints beyond 90 days	NIL

32. STATEMENT THAT THE COMPANY HAS COMPLIED WITH MATERNITY BENEFIT

ACT.

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

33. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

Male	3
Female	3
Transgender	-

34.COST RECORDS

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

35.SECRETARIAL STANDARDS

The Company has duly complied with the secretarial standards as prescribed by the ICSI.

36.DIRECTORS RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

a) in the preparation of the annual accounts for the year ended March 31^st 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31^st, 2025 and of the loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a ‘going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed. The

Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to all the Institutions & Banks, Government

Authorities where companys operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.