Anlon Technology Solutions Ltd Directors Report

To,

The Members,

ANLON TECHNOLOGY SOLUTIONS LIMITED

The Directors present the 10th Annual report of the Company along with the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE

The Companys financial performance for the year under review along with previous year figures is given hereunder: (Rs. In Lakhs)

	Standalone
	Financial Year	Financial Year
Particulars	2024-25	2023-24
	(FY 2025)	(FY 2024)
Revenue from Operations	5023.30	3502.07
Other Income	60.65	64.73
Total revenue	5083.95	3566.80
Operating Profit (Before Finance Cost and	1025.04	696.13
Depreciation & Amortisation)
Less: Finance Cost	94.61	61.56
Profit before Depreciation & Amortisation	930.43	634.57
Less: Depreciation & Amortisation	57.85	21.83
Profit before Tax	872.58	612.74
Less/(Add): Current Tax	205.24	166.47
Less/(Add): Deferred Tax Expense/Credit	19.40	(2.27)
Less/(Add): "Short/(Excess) provision of tax for earlier years"	(1.07)	(3.22)
Profit after Tax	649.01	451.76
Earning Per Share
Basic	10.56	8.06
Diluted	10.56	8.06

2. DIVIDEND

In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2025.

3. TRANSFER TO RESERVE & SURPLUS

The net profit of the company for F.Y. 2024-2025 is Rs. 649.01 Lakhs. The profit of F.Y. 2024-2025 has been transferred to the surplus account.

4. COMPANYS PERFORMANCE REVIEW

The revenue from operations for FY 2024-25 is Rs. 5023.30 Lakhs over the previous years revenue from operations of Rs. 3502.07 Lakhs which is 43.44% more than previous years revenue from operations.

Net Profit after tax for FY 2024-25 is Rs. 649.01 Lakhs against the previous years Net profit after tax of Rs. 451.76 Lakhs which is 43.66 % more than previous years Net Profit after tax.

The overall performance of the Company has been increased when compared to the previous years and the Company shall continue to provide better results to the shareholders in upcoming years via better performance.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company and to the date of this report to which the financial statements relate and the date of the report. -

6. CAPITAL EXPENDITURE PROGRAMME

During the year under review Company has incurred Rs. 346.68 Lakhs towards construction of factory building and Office building

On 10.09.2024 Company has completed the construction of factory building located at Plot No 40, Doddaballapura Industrial Area 4th Phase, YG 1 Industries, Doddaballapura Taluk, Adinarayana Hosahalli, Bengaluru Rural, Karnataka, 562163.

By setting up the assembling unit the Company aims to target large customers with competitive price which will be in line with PM Narendra Modis Athmanirbhar Bharat Abhiyaan Scheme (Make in India). Setting up of this unit will help us reduce the turnaround time for supply of machineries to the end users.

7. SHARE CAPITAL

The Authorised Share Capital as on 31st March, 2025 is Rs. 7,00,00,000 and Paid up share capital as on 31st March, 2025 was Rs. 6,25,54,000.

Material Changes during the year:

On 24.05.2024 the Authorized Share Capital of the Company was increased from Rs. 6,00,00,000 (Six Crores Rupees) to Rs. 7,00,00,000 (Seven Crores Rupees) divided into 70,00,000 (Seventy Lakhs) Shares of Rs 10/- each.

On 03.06.2024 the Paid-up Share Capital of the Company was increased from 5,60,50,000 to 6,25,54,000 by a way of Qualified Institutions Placement ("QIP") and has allotted 6,50,400 (Six

Lakhs Fifty Thousand Four Hundred) Equity shares of Rs. 10/- (Rupees ten Only) each at a premium of Rs. 372.46/- per share.

8. LISTING INFORMATION

The Equity Shares of the Company are continued to be listed with NSE EMERGE Platform and in dematerialized form. The ISIN No. of the Company is INE0LR101013.

9. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge Platform). The Annual Listing fee for the year 2024-25 has been paid.

10. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet as per section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The Company further reports the below details relating to deposits as per Rule 8(5)(v) and (vi) as follows:

a. accepted during the year; Nil

b. remained unpaid or unclaimed as at the end of the year; Nil

c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- Nil

i. at the beginning of the year; Ni

l ii. maximum during the year; Nil

iii. at the end of the year; Nil

iv. the details of deposits which are not in compliance with the requirements of Chapter V of the Act; Nil

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, guarantees or made investment covered under the provisions of section 186 of the Companies Act, 2013 during the year 2024-25.

12. CHANGE IN THE NATURE OF BUSINESS

During the financial year, the company successfully launched full-scale operations in manufacturing and assembly, complementing its existing capabilities in engineering services. This strategic expansion represents a significant milestone in our growth trajectory and reflects our commitment to delivering comprehensive, end-to-end solutions to our clients.

The integration of manufacturing and assembly operations is expected to:

Enhance operational efficiency and improve product quality

Enable seamless service delivery from design to final production

Strengthen our market position as a holistic solutions provider

This development underscores our focus on innovation, operational excellence, and long-term value creation for stakeholders.

13. INTERNAL FINANCIAL CONTROLS 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 the future 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.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. 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 exist in design and operation.

M/s. SKMK & Co., Chartered Accountants (Firm Regn No: 0144210W), Chartered Accountants, Mumbai are the internal auditors of the Company, who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to review the adequacy of internal control checks in the system and covers all significant areas of the Companys operations. The Audit Committee reviews the effectiveness of the Companys internal control system.

14. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATES

During the year under review, no company has become or ceased to be a subsidiary, joint venture, or associate company of the Company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNING AND OUTGO

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are under:

Sr. No. Particulars	Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy;	In its endeavors towards conservation of energy, your Company ensures optimal use of energy, avoid wastages and endeavors to conserve energy as far as possible.
(ii) the steps taken by the Company for utilizing alternate sources of energy;	Encouraging green plants in / outside the company premises to lower air conditioning needs
	Switching to LED lights instead of traditional ones to cut down on electricity usage.
(iii) the capital investment on energy conservation equipment	There is no capital Invested on energy conversion equipment
(B) Technology absorption
(i) the efforts made towards technology absorption	As part of our ongoing efforts to strengthen operational efficiency through technological advancement, the company has installed two units of the Kardex Inventory Management System at its manufacturing facility during the year.
	These systems will be integrated with our SAP ERP platform, enabling:
	- Real-time inventory tracking and enhanced visibility
	- Streamlined material handling and storage processes
	- Improved accuracy and control over inventory operations
	This initiative reflects our commitment to embracing modern technologies that support process optimization and long- term scalability.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	Yes product had improved the efficiency of finding the stocks available and the usage of Stocks in the company on day-to-basis
(iii) in case of imported technology (imported	-
during the last three years reckoned from the beginning of the financial year :
(a) the details of technology imported	Yes
(b) the year of import	2025
(c) whether the technology been fully absorbed	Yes
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	Nil
(iv) the expenditure incurred on Research and Development	Nil

(C) Foreign exchange earnings and Outgo

(C) Foreign exchange earnings and Outgo	Inflow (Rs. In Lakhs)	Out Flow (Rs. In Lakhs)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	678.21	2178.94

Value of imports calculated on C.I.F basis by the company during the financial year in respect of:

( In Lakhs)

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
a. Raw Material	-	-
b. Components and spare parts	1948.66	1182.89
c. Capital goods	-	-

Expenditure in Foreign Currency

		( In Lakhs)
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
a. Royalty	20.42	-
b. Know-How	-	-
c. Professional and consultation fees	166.09	49.10
d. Interest	-	-
e. Purchase of Components and spare parts	1948.66	1182.89
f. Others	43.77	31.84

Earnings in Foreign Exchange

		( In Lakhs)
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
a. Export of goods calculated on F.O.B. basis	-	-
b. Royalty, know-how, professional and consultation fees	320.08	53.87
c. Interest and dividend	-	-
d. Other income	358.13	141.64

16. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company recognizes the significance of maintaining harmonious and constructive industrial relations, fostering a collaborative environment that promotes the well-being and productivity of our workforce. We believe that healthy relationships with our employees and their representatives are essential for the long-term success and sustainable growth of the organization.

Throughout the reporting period, we have actively engaged in dialogue and consultations with employee representatives and unions to address workplace concerns, promote open communication, and seek mutually beneficial solutions. We have strived to create a workplace culture that values employee engagement, inclusivity, and respect, enabling our workforce to contribute their best efforts towards achieving our business objectives.

17. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL

The Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Companys Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.

There are six Directors on the Board of the Company, headed by a Managing Director (Chairman) and includes one-woman Whole-time Director and one woman Non-executive Director and three Independent Directors on its Board.

The Directors on the Board have experience in the field of finance, legal, statutory compliance, engineering and accounts. None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.

BOARD COMPOSITION

Sl.No Name of the Person	DIN/PAN	Designation
1. Unnikrishnan Nair P M	01825309	Managing Director
2. Beena Unnikrishnan	07222504	Whole-time Director
3. Ashokkumar Hebron Charles	00803441	Non-Executive Independent Director
4. Shiny George	07438518	Non-Executive Independent Director
5. Phillip Craig Morrisson Meiselbach	09568952	Non-Executive Independent Director
6. Veena Praveen	08398847	Non-Executive Director
7. Emmyunual S	GFKPS6826F	Chief Financial Officer
8. Shikha Dixit	CXBPS6064A	Company Secretary & Compliance Officer

18. APPOINTMENT/ REAPPOINTMENT/ CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

As per Provisions of Section 152 of the Companies Act, 2013, Mr. Unnikrishnan Nair P M (DIN: 01825309) Managing Director is liable to retire by rotation and is eligible to offer himself for reappointment.

On 25.08.2024 Ms. Meghana M P resigned as the Company Secretary & Compliance officer of the Company.

On 24.11.2024 Ms Sikha Dixit was appointed as the Company Secretary & Compliance Officer of the company.

19. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. NUMBER OF BOARD MEETINGS AND ATTENDANCE

During the Financial year 2024-25, Twelve (12) board meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the board of directors during the year are given below.

Name of the Director	Category	No. of Board Meetings Held & Entitled to Attend	No. of Board Meetings Attended
Mr. Unnikrishnan Nair P M	Managing Director	12	11
Mrs. Beena Unnikrishnan	Whole-time Director	12	12
Mr. Shiny George	Non-executive Independent Director	12	12
Mr. Ashokkumar Hebron Charles	Non-executive Independent Director	12	9
Mr. Phillip Craig Morrisson Meiselbach	Non-executive Independent Director	12	12
Mrs. Veena Praveen	Non-Executive Director	12	9

BOARD MEETING DATES

Sl. No	Date of Board Meeting	Board Meeting Attendance
1	24-04-2024	5
2	27-05-2024	6
3	29-05-2024	6
4	03-06-2024	6
5	03-06-2024	6
6	15-07-2024	6
7	11-11-2024	3
8	24-11-2024	4
9	18-01-2025	5
10	03.03.2025	6
11	10.03.2025	6
12	15.03.2025	6

COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder Relationship Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

AUDIT COMMITTEE

The Audit Committee comprises of non-executive Independent Director and Executive Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2024-25, Five (5) meeting of audit committee held on 24.04.2024, 27.05.2024, 15.07.2024, 11.11.2024 and 03.03.2025

The Composition of Audit Committee and the details of meetings attended by members during the year are given below.

No. of Audit

Name of the Director	Status in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Shiny George	Chairman of Committee	Non- Executive Independent Director	5	5
Mr. Ashokkumar Hebron Charles	Member	Non- Executive Independent Director	5	3
Mr. Unnikrishnan Nair P M	Member	Managing Director	5	4
Mr. Phillip Craig Morrisson Meiselbach	Member	Non- Executive Independent Director	5	5

Mr. Shiny George, Chairman of the Audit Committee, was present at the AGM of the Company held on August 09, 2024.

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, Four (4) meetings of the Nomination and Remuneration Committee were held on 24.04.2024, 15.07.2024, 24.11.2024 and 03.03.2025.

The Composition of Nomination and Remuneration Committee and the details of meetings attended by members during the year are given below.

Name of the Director	Status in the Committee	Nature of Directorship	No. of Nomination and Remuneration Committee Meetings Held & Entitled to Attend	No. of Nomination and Remuneration Committee Meetings Attended
Mr. Shiny George	Chairman of Committee	Non- Executive Independent Director	4	4
Mr. Phillip Craig Morrisson Meiselbach	Member	Non- Executive Independent Director	4	4
Mrs. Veena Praveen	Member	Non- Executive Director	4	4

Mr. Shiny George, Chairman of the Nomination and Remuneration Committee, was present at the AGM of the Company held on August 09, 2024.

The Nomination and remuneration policy available on the website of the company at https://anlon.co/uploads/11._Nomination_and_Remuneration_Policy.pdf

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises Non-executive Director, Whole-time Director and one Independent Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship Committee was held on 03.03.2025.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of Stakeholder Relationship Committee Meetings Held & Entitled to Attend	No. of Stakeholder Relationship Committee Meetings Attended
Mrs. Veena Praveen	Chairperson of Committee	Non- Executive Director	1	1
Mrs. Beena Unnikrishnan	Member	Whole-time Director	1	1
Mr. Phillip Craig Morrisson Meiselbach	Member	Non- Executive Independent Director	1	1

Mrs. Veena Praveen, Chairperson of the Stakeholder Relationship Committee, was present at the AGM of the Company held on August 09, 2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility committee comprises Managing Director, Whole-time Director and one Independent Director as its members. The Chairman of the Committee is Managing Director.

During the Financial year 2024-25, One (1) meeting of Corporate Social Responsibility Committee were held on 24.04.2024

The Composition of Corporate Social Responsibility Committee and the details of meetings attended by the members during the year are given below:

Name of the Director	Status in the Committee	Nature of Directorship	No. of CSR Committee Meetings Held & Entitled to Attend	No. of CSR Committee Meetings Attended
Mr. Unnikrishnan Nair PM	Chairman of Committee	Managing Director	1	1
Mrs. Beena Unnikrishnan	Member	Whole-time Director	1	1
Mr. Shiny George	Member	Non- Executive Independent Director	1	1

Mr. Unnikrishnan Nair PM, Chairman of the CSR Committee, was present at the AGM of the Company held on August 09, 2024.

21. ANNUAL RETURN

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (‘the Act), the Annual Return as on March 31, 2025, will be available on the Companys website on https://anlon.co/uploads/Annual_Return_2024-2025.pdf

22. 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 2024-25.

23. AUDITORS

(i) STATUTORY AUDITORS

At the 7th AGM held on September 30, 2022 the Members had approved appointment of M/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C) as Statutory Auditors of the Company to hold office for a period of four years from the conclusion of that AGM till the conclusion of the 11th AGM.

(ii) SECRETARIAL AUDITOR

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P.No:18513) as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.

A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure-II in Form MR-3.

(iii)INTERNAL AUDITOR

The Board of directors has appointed of M/s. S K M K & Co., Chartered Accountants (Firm Reg No: 0144210W) as the internal auditor of the company; The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

(iv) COST AUDITOR

During the year under review the requirement to appointment of Cost Auditor for the Company does not arise. Hence this provision is not applicable.

(v) REVIEW OF AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C), in the Auditors report for the Financial Year ended March 31, 2025.

(vi) REVIEW OF SECRETARIAL AUDITORS REPORT

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P. No:18513), in the Secretarial Audit Report for the Financial Year ended March 31, 2025.

(vii) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditor 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.

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Directors Report is attached here with as Annexure III.

25. DEMATERIALISATION OF SHARES

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE01R101013 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited.

26. DIRECTOR REMUNERATION AND SITTING FEES

Members attention is drawn to Financial Statements wherein the disclosure of remuneration paid to Directors is given during the year 2024-25. Details of Sitting fees paid to the non-executive directors are disclosed in the financial statements.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members / Shareholders has been obtained 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.

The E-form AOC- 2 is attached as Annexure - IV with this report.

28. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

29. MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the Management.

During the year under review, the Independent Directors met on March 03, 2025 inter alia, to:

1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

3. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting. At the meeting, the independent directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board, competition, strategy, leadership strengths and weaknesses, governance, compliance, Board movements, succession planning, human resources matters and the performance of the executive members of the Board, and the Chairman.

The Board is satisfied with the integrity, expertise and experience (including the proficiency) of the independent directors and their contributions towards the enhancement of operations of the Company.

30. DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of the Listing Regulations.

During the year under review no new Independent Directors were appointed in the Company.

31. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Companys business. The Company did not have any peculiar relationship or transactions with non-executive Directors during the year ended March 31, 2025.

32. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

33. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the provisions relating to transfer of funds to Investor education and protection fund does not apply to the Company.

34. CORPORATE SOCIAL RESPONSIBILITY

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

This Policy is available on the Companys website at https://anlon.co/uploads/Corporate_Social_Responsibility_Policy.pdf

35. POLICIES OF THE COMPANY

REMUNERATION AND APPOINTMENT POLICY

The Nomination and Remuneration Committee (‘NRC) formulates and recommends to the Board the appropriate qualifications, positive attributes, characteristics, skills and experience required for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, government, education and public service. The Policy for appointment and removal of Directors and determining Directors independence is available on our website at https://anlon.co/uploads/11._Nomination_and_Remuneration_Policy.pdf. The committee inter alia ensures that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company https://anlon.co/uploads/Related_Party_Transaction_Policy.pdf

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company https://anlon.co/uploads/Code_of_Conduct_for_Sr_Mgnt_Persnel.pdf

PREVENTION OF INSIDER TRADING

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company https://anlon.co/uploads/Code_of_Conduct_for_Insider_Trading_.pdf

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at https://anlon.co/uploads/Policy_for_Preservation_of_Documents.pdf

DIVIDEND DISTRIBUTION POLICY

Pursuant to provision of the regulations, the board has formulated the policy on Dividend Distribution policy. The same has been made available on the website of the company https://anlon.co/uploads/Investors-Dividend-Distribution-Policy.pdf

BUSINESS RISK MANAGEMENT

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at https://anlon.co/uploads/Risk_Management_Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

Your Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism has been available on the website of the Company at https://anlon.co/uploads/Whistle_Blower_Policy.pdf

POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at https://anlon.co/uploads/Policy_for_Determining_Materiality_of_Events.pdf

36. PARTICULARS REGARDING EMPLOYEES REMUNERATION

During the year under review, the details of employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-V.

The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-V.

37. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013 & Listing Regulations.

38. DISQUALIFICATIONS OF DIRECTORS

During the financial year 2024-2025 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circular dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

39. SECRETARIAL STANDARDS

Your directors states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.

40. OTHER REGULATORY REQUIREMENT

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

41. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2024-25.

42. INVESTOR GRIEVANCES REDRESSAL STATUS

During the Financial Year 2024-25, there were no complaints or queries received from the shareholders of the Company. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to cs.anlon@anlon.co.in.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has constituted committee (known as the Prevention of Sexual Harassment (POSH) Committee) under the sexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.

The following is the Summary of sexual harassment complaints received and disposed off during the FY 2024-2025:.

1 Number of complaints of sexual harassment received in the year	Nil
2 Number of complaints disposed off during the year; and	NA
3 Number of cases pending for more than ninety days.	NA

44. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended, and ensures that all eligible women employees are extended the benefits and protections mandated under the Act, including paid maternity leave and other entitlements. The Company also promotes a gender-inclusive workplace and is committed to supporting the health and well-being of women employees through appropriate workplace policies and practices.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review this provision is not applicable on our Company.

46. THE 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 this provision is not applicable on our Company.

47. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE-TIME DIRECTOR 197(14)

During the year under review this provision is not applicable on our Company.

48. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

49. COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors and Senior Management of the Company have complied with the Companys Code of Conduct applicable to Board of Directors and Senior Management.

50. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

The company has implemented a robust Familiarization Program for independent directors, aiming to equip them with the necessary knowledge, insights, and exposure to effectively discharge their responsibilities. The program includes comprehensive induction, periodic updates on industry trends, site visits, relevant training programs, access to information, and regular interactions with senior management. By actively engaging independent directors and providing them with the necessary resources, we strive to foster a well-informed and engaged Board that contributes to effective governance and value creation.

The Policy on Determination and Disclosure of Familiarization Programme for Independent Directors has been available on the website of the Company at https://anlon.co/uploads/Familiarization_Programme.pdf

Summary of familiarization programs imparted to Independent Directors

SL No	Financial Year	Date of Programmes	Purpose	Total number of hours spent by Independent Directors (hours)
01	2024-25	28-05-2024	Recent Changes in the regulatory framework.	06.00
02	2024-25	04-03-2025	Business Model of the Company	06.00

51. STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the National Stock Exchange on 11.11.2024 there is no deviation or variations observed in the utilisation of funds raised.

52. 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 2024-25.

53. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

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 2024-25.

54. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the Financial Year 2024 25, no new Independent Directors were appointed on the Board of the Company. Hence, the requirement to provide the Boards opinion regarding the integrity, expertise, experience, and proficiency of newly appointed Independent Directors does not arise for the year under review.

55. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

As all shares of the Company are held in dematerialised form, there is no outstanding equity in physical mode. Accordingly, the provisions relating to disclosures under the Demat Suspense Account or Unclaimed Suspense Account, as specified under Para F of Schedule V of the Listing Regulations are not applicable to the Company.

56. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES UNDER REGULATION 30A(2) OF LISTING REGULATIONS

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of the Listing Regulations.

57. ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, concerned Government departments and agencies for their co-operation.

For Anlon Technology Solutions Limited

Sd/-	Sd/-
Mr. Unnikrishnan Nair P M	Mrs. Beena Unnikrishnan
Managing Director	Whole-time Director
DIN: 01825309	DIN: 07222504
Add: 5001, Prestige Apt,	Add: 5001, Prestige Apt,
Eternity Doddaballapur Road,	Eternity Doddaballapur Road,
Ananthpur Gate, Puttenahalli,	Ananthpur Gate, Puttenahalli,
Yelahanka, Bangalore North- 560064	Yelahanka, Bangalore North- 560064
Date : 23.07.2025
Place : Mumbai