Anlon Technology Solutions Ltd Management Discussions

INDUSTRY STRUCTURE AND DEVELOPMENTS: Our Company is associated with world class and reputed international OEMs in the areas of Mobile Fire Fighting and Rescue equipment, Runway Rubber Removal Machine, Airport Baggage and Cargo handling, Road Cleaning Equipment, Power Transmission System, Friction Testing Machines, Climate Control Systems for off and on highway vehicles (including construction and mining equipment etc).

Our associates have in this field for the last 14 years looking after the spare parts distribution and after-sales service for all the equipment supplied us. We work with all the major airports in India such as Delhi, Mumbai, Hyderabad, Bangalore, Chennai, Refineries, Municipal Corporations etc., with whom we have Annual Maintenance Contracts.

OPPORTUNITIES AND STRENGTH: We are associated with the world-class manufacturers who are industry leaders and have a market share of 80% in their respective line of business. We are exploring the possibility of manufacturing/assembling these world-class equipments in our upcoming plant at Doddaballapur, Bangalore.

SEGMENT WISE OR PRODUCT-WISE PERFORMANCE: The Company is engaged in the business of providing engineering services for engineering systems, automotive components, and other allied areas. The Company also sells spare parts for performing engineering services and connect & guide the clients with the manufacturer of machines for which installation and servicing part is handled by the company and which is anciliary part of the engineering services of the company and hence, it cant be construed as separate reportable segment. The company has entered into a contract for designing, fabrication and installation services which becomes a separate reportable segment as per AS 17.

The Company operates at one location only. Hence, the Company has reportable primary segments only and no secondary segments exist. There are two primary segments for the current financial period in the context of as per para 27-32 of Accounting Standard - 17 "Segment Reporting", notified under the Companies (Accounting Standards) Rules, 2021 as follows:

a. Engineering services

b. Designing, Fabrication, and Installation Services

Rs. In Lakhs

OUTLOOK: Within this dynamic environment, we are providing best in class services to our customers our engineers/technicians are trained by our international associates they get frequent updates on new product offerings they are also given periodic refresher training courses.

RISKS AND CONCERNS:

We depend on the expertise of our senior management and skilled employees; our results of operations may be adversely affected by the departure of our senior management and experienced employees.

Our highly trained employees in after sales services and operations handle high-powered and complex design trucks, following manufacturers standards to increase truck lifespan and provide reliable 24/7 services. They receive regular technology updates and selected employees undergo professional training abroad. Our strategic direction and business management rely on our directors and senior management, crucial for our success. Attracting and retaining experienced professionals is vital, as the loss or inability to recruit or retain such personnel could negatively impact our operations and profitability. Appropriate staff remuneration and incentives are essential for retaining senior management and skilled employees, although their effectiveness is uncertain.

Delay to evacuate an aircraft in an orderly and safe manner may also lead to injuries to passengers Our business focuses on providing Airport Rescue and Fire Fighting Trucks (ARFF) manufactured by Rosenbauer International AG. These trucks are essential for quick response to accidents on airport runways and comply with regulatory standards. We also offer services for runway rubber removal, runway sweeping, and bay cleaning to ensure safety and prevent accidents caused by debris. Our role includes complete life cycle support, maintenance, and spare parts distribution. Timely arrival of our ARFF vehicles is critical for effective rescue and evacuation operations, preventing further casualties and controlling fires. While we may not be directly responsible for functional issues, any problems could impact our reputation and future business.

Revenue from our airport operations could decline as a result of a reduction in flights or other factors outside our control.

We generate aeronautical revenue through the supply and maintenance of machinery, equipment, and systems for various airport operations. However, our future revenue is uncertain due to factors such as fluctuations in fuel prices and currency exchange rates, political instability, increased competition, conflicts, labor strikes, health concerns, natural disasters, adverse weather conditions, terrorism, regulatory changes, and the development of alternative transportation options. Disruptions or financial difficulties faced by significant customers could lead to reduce flights and delayed revenue recovery. These external factors can impact our revenue from airport operations, and there is no guarantee of their stability or growth.

Changes in technology may render our current technologies obsolete or require us to make substantial capital investments.

Our company prioritises safety and strives to align with international best practices to build a trustworthy brand. We stay updated with technological advancements and safety measures. However, the infrastructure sectors technology requirements are subject to change. Our existing technologies may become obsolete, requiring significant costs for upgrades or implementing new technologies. Additionally, our information technology systems may be vulnerable to damage or disruptions beyond our control, such as power outages, cyber-attacks, or system failures, which could negatively impact our operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as thefuture growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

The Internal Audit team is also reviewing adequacy of controls of the key processes. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exists in design and operation.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

The revenue from operations for FY 2022-23 was Rs. 3289.47 Lakhs over the previous years revenue from operations of Rs. 1933.81 lakhs which is 70.10% more than previous years revenue from operations.

Net profit after tax for FY 2022-23 was Rs. 443.83 lakhs against the previous years Net profit after tax of Rs. 214.44 lakhs.

Earnings per share for FY 2022-23 was Rs. 9.84 against the previous years Earnings per share of Rs. 5.35.

The company will provide better results to the shareholders in upcoming years via better performance.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

The Company firmly believes that motivated and empowered employees are the cornerstone of competitive advantage.

The companys employee value proposition is based on strong focus on employee development, providing a satisfying work environment, performance appraisal and counseling and appropriate empowerment. The company continues to maintain and enjoy a cordial relationship with its employees, providing a positive environment to improve efficiency with regular investments in upgrading the knowledge skills of the employees.

The number permanent employees on the roles of the Company as on 31^st March 2023 is 98 employees and an average year on year growth of 20%.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS :

DISCLOSURE OF ACCOUNTING TREATMENT: The Company has followed all the treatments

in the Financial Statements as per the prescribed Accounting Standard: our company has followed all required accounting standards also disclosed significant accounting policy. Financial statements include balance sheet, profit and loss, cash flow statement with schedules/Notes.

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity, which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-23.

DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-23.

COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE SHALLBE ANNEXED WITH THE DIRECTORS REPORT

Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisions of Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-23.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

During the year under review there are no shares in the DEMAT suspense account or unclaimed suspense account, hence this provision is not applicable.

CAUTIONARY STATEMENT: The statements in the "Management Discussion and AnalysisReport" section describes the company objectives, projections, estimates, expectations, and predictions, which may be "forward looking statements" within the meaning of the applicable laws and regulations. The annual results can differ materially from those expressed or implied, depending upon the economic and climatic conditions, Government policies and other incidental factors.

For Anlon Technology Solutions Limited

Sd/-

Mr. Unnikrishnan Nair P M Managing Director DIN:01825309 Add: 5001,Prestige Apt,

Eternity Doddaballapur Road, Ananthpur Gate, Puttenahalli, Yelahanka, Bangalore North- 560064

Date: 26.06.2023 Place: Bangalore

Sd/-

Mrs. Beena Unnikrishnan Whole-time Director DIN:07222504 Add: 5001,Prestige Apt,

Eternity Doddaballapur Road, Ananthpur Gate, Puttenahalli, Yelahanka, Bangalore North- 560064

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

All contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 are at arms length basis.

All the transactions were entered by the Company in ordinary course of business and were in arms length basis:

The Company has entered into contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013. However, all such transactions are entered into in the ordinary course of business and in the option of the Board all such transaction are at arms length. Accordingly, by virtue of third proviso to Section 188(1) of the Act, no approval of the Board or General Meeting as referred to in Section 188(1) and its first proviso is required for such transactions. However, as part of good corporate governance, all related party transactions covered under section 188 of the Act are approved by the Audit committee.

Related Party Disclosure:

1. The listed entity [which has listed its non-convertible securities] shall make disclosures in compliance with the Accounting Standard on "Related Party Disclosures".- Not Applicable for our Company

2. The disclosure requirements shall be as follows:

For the purpose of above disclosures directors interest shall have the same meaning as given in Section184 of Companies Act, 2013- Not Applicable for our Company

(2A) Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity, in the format prescribed in the relevant accounting standards for annual results: Not Applicable for our Company

For Anlon Technology Solutions Limited

Sd/-

Mr. Unnikrishnan Nair P M Managing Director DIN:01825309 Add: 5001,Prestige Apt,

Eternity Doddaballapur Road, Ananthpur Gate, Puttenahalli, Yelahanka, Bangalore North- 560064

Sd/-

Mrs. Beena Unnikrishnan Whole-time Director DIN:07222504 Add: 5001,Prestige Apt,

Eternity Doddaballapur Road, Ananthpur Gate, Puttenahalli, Yelahanka, Bangalore North- 560064

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23.

Mr. Unnikrishnan Nair P M (Managing Director), Mrs. Beena Unnikrishnan (Whole-time Director), Mr. Varghese Kurian (Chief operating officer), Mr. Krishna Pavoor (Deputy General Manager), Mr. Ravindran Swamy (Asst. General Manager), Mr. Joy George (Head-Commercials), Mr. Anoop R Nair (Head of Services), Mr. Emmyunual S (Sr. Finance Manager), Mr. Santosh Kumar Mahto (Deputy Head of Service) Mr. Murugan P (Manager-Spare Parts).

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: As specified in Point A of Annexure IV

3. The percentage decrease in the median remuneration of employees in the financial year 202223 is 10.61% approx.

4. The number of permanent employees on the rolls of Company in the financial year 2022-23: 98 Employees.

5. The average increase in employee was appx. 22.5%. The increase in remuneration is in line with market trends. In order to ensure that remuneration reflects the Companys performance the performance pay is also linked to organization performance and individual utilization in addition to individual performance.

6. Name of every employee of the company, who have remuneration more than 8.50 lac in month and 120 lacs in year- Not Applicable

7. Name of every employee of the company, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company - Not Applicable

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;- Not Applicable

8. Affirmation that the remuneration is as per the remuneration policy of the Company -We affirm that the remuneration paid is as per the remuneration policy of the Company.

For Anlon Technology Solutions Limited

Sd/-

Mr. Unnikrishnan Nair P M Managing Director DIN:01825309 Add: 5001,Prestige Apt,

Eternity Doddaballapur Road, Ananthpur Gate, Puttenahalli, Yelahanka, Bangalore North- 560064

Sd/-

Mrs. Beena Unnikrishnan Whole-time Director DIN:07222504 Add: 5001,Prestige Apt,

Eternity Doddaballapur Road, Ananthpur Gate, Puttenahalli, Yelahanka, Bangalore North- 560064

Date: 26.06.2023 Place: Bangalore