Vikalp Securities Ltd Directors Report

To,

Dear Shareholders,

Your directors have pleasure in presenting 39th (Thirty-Ninth) Annual Report on the business and operations of the Company and the accounts or the Financial Year ("FY") ended on 31st March, 2025.

FINANCIAL RESULTS:

(Rs. in Lakhs)

PARTICULARS	Year Ended on 31st March, 2025	Year Ended on 31st March, 2024
Revenue from Operations	-	-
Other Income	14.12	26.445
Total Revenue	14.12	26.445
Total Expenses	108.40	24.474
Profit Before Tax	(94.28)	1.971
Payment & Provision of Current Tax	-	-
Deferred Tax Expenses/(Income)	20.46	(0.001)
Profit After Tax	(73.82)	1.972

STATE OF COMPANYS AFFAIRS:

During the year under review, your company recorded NIL Revenue and as there was no business activities in last 2 years.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

DIVIDEND:

During the period under review, the Company does not declared the Dividend.

TRANSFER TO RESERVES:

During the period under review, the Company has not transferred any profit to reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www.vikalpsecurities.com.

SHARE CAPITAL

The Issued, subscribed and paid-up Equity Share Capital of the company as on 31st of March, 2025 is Rs.3,05,19,000/- divided into 30,51,900 shares of Rs. 10 each. During the year the company has not issued any shares including Equity shares with Differential voting rights, Sweat Equity Shares, Employee Stock Option etc.

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

Other than as stated elsewhere in this report, there were no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report except to open offer made by company during the year under review.

OPEN OFFER:

During the period under review, Open offer made for 7,93,500 fully paid Equity Shares of face value of Rs.10/- (Rupees Ten Only) each representing 26.00% of the total paid-up, issued and subscribed capital of "Vikalp Securities Limited" ("Target Company") at a price of Rs. 25.00/- each (Offer Price) for each fully paid up shares by Mr. Deepakbhai Patel (Acquirer No. 1), Mrs. Kamuben Patel (Acquirer No. 2) and Mr. Priyam Shah (PAC) in pursuant to Regulation 3(1) and 4 of the SEBI (SAST) Regulations, 2011. The offer had opened on 16th July, 2024 and closed on 30th July, 2024.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture.

MERGERS AND ACQUISITIONS:

There were no mergers/acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31st March, 2025 is as under: i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Dipakkumar Ganeshbhai Patel (DIN: 02488181) Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review, following director were appointed and resigned:

Appointment of Director:

During the year under review; Ms. Kamuben Dipakkumar Patel (DIN: 10935347) has been appointed as an Additional Non-Executive Independent Director w.e.f. 27th March, 2025.

Resignation of Director:

During the year under review, Ms. Sonali Kejriwal, Mr. Shobhit Tiwari and Mr. Sharad Tandon have resigned as a Director of the Company w.e.f. 14th November, 2024. Mr. Vinod Kumar Sharma and Mr. Arun Kejriwal have resigned as a Director of the Company w.e.f. 27th March, 2025.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

During the period under review, separate Meeting of Independent Director of the company was held on 30th March, 2025.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

1. Mr. Dipakkumar Patel	- Managing Director
2. Mr. Rajesh Kshatriya	- Chief Financial Officer
3. Ms. Hetal Vaghela	– Company Secretary

Mrs. Nida Khatoon has resigned as a Company Secretary and Compliance Officer of the Company w.e.f. 23rd August, 2024. Ms. Sonali Kejriwal has resigned from the post of Chief Financial Officer of the Company w.e.f. 14th November, 2024. Ms. Hetal Vaghela appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 20th November, 2024.

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters. During the year, Seven (7) Board meetings were convened and held on 29.05.2024, 13.08.2024, 06.09.2024, 14.11.2024, 20.11.2024, 14.02.2025 and 27.03.2025 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.

Name of Director	Designation & Category	No. of Board Meetings attended
Mr. Arun Kejriwal	Managing Director (Resigned w.e.f.27.03.2025)	6
Mrs. Sonali Kejriwal	Director cum CFO(Resigned w.e.f.14.11.2024)	3
Mr. Vinod Kumar Sharma	Non-Executive Independent Director(Resigned w.e.f.27.03.2025)	6
Mr. Sharad Tandon	Non-Executive Independent Director(Resigned w.e.f.14.11.2024)	3
Mr. Dipakkumar Ganeshbhai Patel	Managing Director (Appointed w.e.f.06.09.2024) Non-Executive Independent	4 4
Ms. Indira Suresh Vora	Director (Appointed w.e.f.06.09.2024)
Mr. Oshin Shailesh Vaghela	Non-Executive Independent Director(Appointed w.e.f.06.09.2024)	4
Mr. Patel Kamuben Dipakkumar	Non-Executive,Non Independent Director (Appointed w.e.f.27.03.2025)	0

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that: a) In the preparation of the Annual Accounts for the year ended on 31st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had 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 31st March, 2025 and of the Profit of the Company for the period ended on 31st March, 2025.

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

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

e) The Directors had laid down Internal Financial Controls (‘IFC) 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.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during the year. The details of the same are given in the Corporate Governance Report and also posted on the website of the Company at www.vikalpsecurities.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committees Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department. As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 30.03.2025 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder. All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013. In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following: The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus; The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Companys performance vis-?-vis the annual budget achievement, individuals performance vis-?-vis Key Result Areas (KRAs)

/ Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.

CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website www.vikalpsecurities.com.

All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. A declaration to this effect, signed by the Managing Director of the Company forms part of this Report. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013.

COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.

During the year under review 4 (Four) meetings were held viz 29.05.2024, 13.08.2024, 14.11.2024, 14.02.2025. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman/Member	No. of attended	Meetings
1	Vinod Kumar Sharma (Resigned w.e.f. 27.03.2025)	Chairman		4
2	Shobhit Tiwari (Resigned w.e.f. 14.11.2024)	Member		3
3	Sharad Tandon (Resigned w.e.f. 14.11.2024)	Member		3
4	Indira Suresh Vora (Appointed w.e.f. 04.09.2024)	Member		2
5	Oshin Shailesh Vaghela (Appointed w.e.f. 04.09.2024)	Member		2

Reconstitution of the Committee:

Subsequent to the resignation of the existing members, the Board of Directors at its meeting held on 27.03.2025 reconstituted Audit Committee as under:

Sr. No.	Name of Member	Chairman/Member
1	Ms. Indira Suresh Vora (Appointed w.e.f.06.09.2024)	Chairman
2	Mr. Oshin Shailesh Vaghela (Appointed w.e.f.06.09.2024)	Member
3	Mr. Patel Kamuben Dipakkumar (Appointed w.e.f.27.03.2025)	Member

The newly constituted Committee shall function in accordance with the terms of reference specified under the Companies Act, 2013 and such other responsibilities as may be delegated by the Board from time to time.

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

Overseeing the Companys financial report process and the disclosure of its financial information.

To recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

To approve the payment to statutory auditors for any other services rendered by the statutory auditors.

To review, with the management, the financial Statements and Auditors Report thereon before submitting to the board for approval.

To review quarterly, half yearly and Annual Financial results before submission to the Board.

To review, with Management, the statement of uses/application of funds raised through issue, the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter.

To review and monitor the auditors independence and performance, and effectiveness of audit process.

To approve any subsequent modification of transactions of the listed entity with related parties.

Scrutiny of inter-corporate loans and investments.

Valuation of undertakings or assets of the listed entity, wherever it is necessary.

Evaluation of internal financial controls and risk management systems.

To review the adequacy of internal control systems with the management, external & internal auditors.

To review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) (in case of non-payment of declared dividends) and creditors.

To review the functioning of the whistle blower mechanism.

Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity.

Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

Discussion with external auditors about the nature and scope of audit including their observation.

To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 1 (one) meetings was held viz. 13.08.2024 The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of attended	Meetings
1	Mr. Vinod Kumar Sharma (Resigned w.e.f. 27.03.2025)	Chairman		1
2	Mr. Arun Kejriwal (Resigned w.e.f. 27.03.2025)	Member		1
3	Mrs. Sonali Kejriwal (Resigned w.e.f. 14.11.2024)	Member		1

Reconstitution of the Committee:

Subsequent to the resignation of the existing members, the Board of Directors at its meeting held on 27.03.2025 reconstituted the Stakeholders Relationship Committee as under:

Sr. No.	Name of Member	Chairman/Member
1	Ms. Indira Suresh Vora (Appointed w.e.f. 06.09.2024)	Chairman
2	Mr. Oshin Shailesh Vaghela (Appointed w.e.f. 06.09.2024)	Member
3	Mrs. Patel Kamuben Dipakkumar (Appointed w.e.f.27.03.2025)	Member

The newly constituted Committee shall function in accordance with the terms of reference specified under the Companies Act, 2013 and such other responsibilities as may be delegated by the Board from time to time.

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

Redressal of shareholders/investors complaints;

Reviewing on a periodic basis the Approval of Transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;

Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

Non-receipt of declared dividends, balance sheets of the Company; and

Carrying out any other function as prescribed under the Listing Compliances.

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.

During the year under review 4 (Four) meetings was held viz. 29.05.2024, 06.09.2024, 14.11.2024 and 27.03.2025. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of attended Meetings
1	Vinod Kumar Sharma (Resigned w.e.f. 27.03.2025)	Chairman	4
2	Shobhit Tiwari (Resigned w.e.f. 14.11.2024)	Member	3
3	Sharad Tandon (Resigned w.e.f. 14.11.2024)	Member	3
4	Indira Suresh Vora (Appointed w.e.f. 04.09.2024)	Member	2
5	Oshin Shailesh Vaghela (Appointed w.e.f. 04.09.2024)	Member	2

Reconstitution of the Committee:

Subsequent to the resignation of the existing members, the Board of Directors at its meeting held on 27.03.2025 reconstituted the III. Nomination and Remuneration Committee as under:

Sr. No.	Name of Member	Chairman/Member
1	Ms. Indira Suresh Vora (Appointed w.e.f.06.09.2024)	Chairman
2	Mr. Oshin Shailesh Vaghela (Appointed w.e.f.06.09.2024)	Member
3	Mrs. Patel Kamuben Dipakkumar (Appointed w.e.f.27.03.2025)	Member

The newly constituted Committee shall function in accordance with the terms of reference specified under the Companies Act, 2013 and such other responsibilities as may be delegated by the Board from time to time.

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

To recommend to the Board, the remuneration packages of the Companys Managing/Joint Managing/Whole time /Executive Directors, including all elements of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed components and performances linked incentives along with the performance criteria, service contracts. notice period, severance fees, etc.);

To be authorized at its duly constituted meeting to determine on behalf of the Board of Directors and on behalf of the shareholders with agreed terms of reference, the Companys policy on specific remuneration packages for Companys Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any compensation payment;

Such other matters as May from time to time are required by any statutory, contractual or other regulatory requirements to be attended to by such committee.

IV. Share Transfer Committee:

The Company has constituted a Share Transfer Committee in terms of the requirements of the Section 46 of Companies Act, 2013.

During the year under review 1 (one) meetings was held viz. 13.08.2024. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mr. Vinod Kumar Sharma (Resigned w.e.f.27.03.2025)	Chairman	1
2	Mr. Arun Kejriwal(Resigned w.e.f.27.03.2025)	Member	1
3	Mrs. Sonali Kejriwal (Resigned w.e.f.14.11.2024)	Member	1

Reconstitution of the Committee:

Subsequent to the resignation of the existing members, the Board of Directors at its meeting held on 27.03.2025 reconstituted the IV.Share Transfer Committee as under:

Sr. No.	Name of Member	Chairman/Member
1	Ms. Indira Suresh Vora (Resigned w.e.f.06.09.2024)	Chairman
2	Mr. Oshin Shailesh Vaghela (Appointed w.e.f.06.09.2024)	Member
3	Mrs. Patel Kamuben Dipakkumar (Appointed w.e.f.27.03.2025)	Member

The newly constituted Committee shall function in accordance with the terms of reference specified under the Companies Act, 2013 and such other responsibilities as may be delegated by the Board from time to time.

V. Risk Management Committee:

The provisions regarding the Risk Management Committee does not apply to the Company.

VI. Corporate Social Responsibility Committee:

The provisions of section 135 of the Companies Act, 2013 does not apply to the Company.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s Rajeshkumar P. Shah & Co., Chartered Accountant (FRN: 129110W) was appointed in place of M/s. Gupta & Shah (FRN: 001416C), Chartered Accountants, who resigned as Statutory Auditor and who has to vacate their office on 14th November, 2024, for a period ending on the upcoming AGM.

The Board has Proposed at this AGM to re-appoint M/s Rajeshkumar P. Shah & Co., Chartered Accountant (FRN: 129110W) as the Statutory Auditors of the Company, to hold the office from the conclusion of the 39th Annual General Meeting (AGM) to the conclusion of the 44th Annual General Meeting (AGM) to be held in year 2030, on such remuneration as may be determined by the Board of Directors in consultation with them. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the companies Act, 2013 and the rules made thereunder. The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

Explanation or comments on qualifications, reservations or adverse Remarks or disclaimers made by the auditors in his report:

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory.

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Utkarsh Shah & Co., Practicing Company Secretaries, Kanpur as the Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the financial year 2024-25 and to furnish the audit report to the Company. The Secretarial Audit Report is annexed to this report as Annexure - I. The Secretarial Auditors of the Company have also made the same observations in their report as made by Statutory Auditors and the same has already explained above.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed. For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors. Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board. As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All contracts/arrangements/transactions entered by the company with the related parties were on arms length basis and in the ordinary course of business. All such Related Party Transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a policy on Related Party Transactions, and the same is available on the website of the company www.vikalpsecurities.com. Form AOC 2 regarding the details of related party transactions is annexed with this report as "Annexure II" PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments under section 186 of the Companies Act, 2013 have been provided in the relevant notes to the financial statements annexed to the Annual Report of the Company

LOAN RECEIVED FROM DIRECTORS

During the period under review, the Company has not accepted any unsecured loan from the Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has adopted a policy on Vigil Mechanism for directors and employees of the company to report their genuine concern for any unethical conduct or malpractice, violation of code of conduct observed by them in the company. The Company promotes ethical behaviour in all its business activities and in line with the best practices for corporate governance. It has established a system through which directors & employees may report breach of code of conduct or suspected fraud, unethical business practices, illegality, fraud, and corruption etc. at work place without fear of reprisal. The Board designated and authorized Mrs. Sonali Kejriwal, Director of the Company as Vigilance and Ethics Officer and Vinod Kumar Sharma, Chairman of the Audit Committee to oversee the vigil mechanism. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. It may be noted that if any of the members of the Committee do have a conflict of interest in any given case, he/she to recues themselves and the others on the committee would deal with the matter on hand. The mechanism provides for adequate safeguards against victimization of directors, employees who avail of the mechanism and also provide for the direct access to the Chairman of the Audit Committee. Details of Vigil Mechanism adopted by the company are available on the website of the company www.vikalpsecurities.com at www.vikalpsecurities.com.

POLICY ON INSIDER TRADING:

The company follows a strict code on prohibition of Insider Trading and the same has been detailed to all the directors, senior management and employees of the Company. For ensuring the same, the company has adopted a code of fair disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015 which is available on the website of the company www.vikalpsecurities.com at www.vikalpsecurities.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25. The details regarding the same is enclosed as ‘Annexure – III.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as ‘Annexure - IV.

CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs.

25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure – V.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.

INSURANCE:

The Companys Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and environment safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2). The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

(B) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

(C) General Shareholders Information

Annual General Meeting:	Monday, 29th September, 2025 at 02:00 p.m. through Video
	Conferencing /Other Audio Visual Means (VC).
Financial Year:	April 01, 2024 to March 31, 2025
Record Date for Dividend:	-
Dividend Payment Date:	-
Listing Details:	Equity Shares are listed on the following Stock Exchanges:
	BSE Limited.
	The Annual Listing Fees for the year 2024-25 has been paid to
	the BSE Limited.
Stock Code:	BSE Ltd.: 531334
ISIN Number:	INE186E01011
CIN	L68200UP1986PLC007727
Registrar and Share Transfer	Skyline Financial Services Pvt. Ltd, D-153-A, 1st Floor, Okhla
Agent:	Industrial Area, Phase-I,New Delhi - 110020

(D) Registrar & Transfer Agent

The work related to Share Transfer Registry in terms of both physical and electronic mode is being dealt with by Skyline Financial Services Pvt. Ltd, D-153-A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi – 110020.

(E) Share Transfer System:

The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. Physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. Bad deliveries are promptly returned to Depository Participants (DPs) under advice to the shareholders.

The Company has applied for the delisting of equity shares to the Calcutta Stock Exchange on 11/10/2007. Since then, there are various correspondences between the Company and the Stock Exchange is going on and the matter of delisting of the Company from the Calcutta Stock Exchange is still pending.

ACKNOWLEDGMENT:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.

By Order of the Board

FOR VIKALP SECURITIES LIMITED

Dipakkumar Ganeshbhai Patel

Chairman and Managing Director

DIN: 02488181

Date: 01.09.2025

Place: Kanpur