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Directors Report of Alankit Ltd.

Mar 31, 2023

The Directors take pleasure in presenting the 34^th Annual Report on the business and operations of the Company, along with the summary of standalone and consolidated financials prepared in accordance with IND-AS for the year ended March 31, 2023.

THE STANDALONE AND CONSOLIDATED FINANCIAL HIGHLIGHTS

The Financial results of the Company for the year under review along with figures for the previous year are as follows:

(Rs. in Lakhs)
Particulars	Standalone		Conso''	idated
Particulars	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Net Sales/Income from Operations	10,905.60	10,376.44	31,168.83	12,814.84
Other Income	87.86	277.92	1,008.61	852.51
Total Income	10,933.46	10,654.36	32,177.44	13,667.35
Profit before Depreciation, Exceptional Items & Tax	2,259.05	2,144.96	2,021.36	1,709.95
Depreciation	(650.61)	(716.83)	(847.57)	(870.43)
Profit before Exceptional Items & Tax	1,608.44	1,428.13	1,173.79	839.52
Exceptional Items: De-Recognition of Goodwill	(2,459.22)	-	(5,009.22)	-
Profit before Tax	(850.78)	1,428.13	(3835.44)	839.52
Provision for current year income-tax	(559.13)	(485.81)	(635.01)	(590.33)
Earlier Y ear Taxes	Nil	Nil	335.20	(0.49)
Mat Credit Receivable	Nil	Nil	28.87	0.33
Deferred Tax	656.80	63.98	593.71	38.05
Net Profit after Tax	(418.91)	1,006.30	(3,512.66)	287.11
EPS* (Basic)	(0.26)	0.70	(2.07)	0.16
(Diluted)	(0.26)	0.70	(2.07)	0.16

REVIEW OF OPERATIONS

Your Company''s Net Sales/Income from Operation has increased by 5.09%. The Directors are making continuous efforts to increase Profitability of the Company.

STANDALONE

During the year, your Company recorded total revenue of Rs. 10,993.46 lakhs as compared to Rs. 10,654.36 lakhs in previous year. The Profit after tax for the year stood at Rs. (418.91) lakhs as against previous year''s Rs. 1,006.30 lakhs.

CONSOLIDATED

During the year, consolidated revenue was Rs. 32,177.66 lakhs as compared to Rs. 13,667.35 lakhs in previous year. The Profit after Tax for the year stood at Rs. (3,512.66) lakhs as against the previous year''s Rs. 287.10 lakhs.

DIVIDEND

With a view to conserve the resources for the future plans of the company, no dividend is recommended by the Board of Directors for the financial year ended 31^st March, 2023.

TRANSFER TO RESERVES

The Company has not transferred any sum to General Reserve from retained earnings.

PUBLIC DEPOSITS

During the Financial Year 2022-23, the Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the financial year under review, the Authorised Share Capital of the Company increased from Rs. 20,00,00,000/- comprising of 20,00,00,000 Equity Shares of Re. 1.00 each to Rs. 26,00,00,000/- comprising of 26,00,00,000 Equity Shares of Re 1.00 each at an Extra-Ordinary General Meeting held on 28^th December, 2022.

During the year under review, the Company had issued and allotted 8,16,00,000 Equity Shares @Rs. 12.50 each (including premium of Rs. 11.50 each), fully paid-up, pursuant to conversion of loans, on preferential basis, to Promoter and non-promoter, for an aggregate amount of approx. Rs. 102 Crores, on 16^th January, 2023. Pursuant to the above allotment, the Issued, Subscribed and Paid-up Share Capital of the Company has increased to Rs. 22,45,58,100/- comprising of 22,45,58,100 Equity Shares of Re. 1.00 each.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. As on 31 March, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of the industry structure, developments, opportunities, threats, performance and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems and other material developments during the Financial Year 2022-23, and is annexed as Annexure 1.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE). The Company is regular in paying Annual Listing Fees to both the stock exchanges.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the Evaluation of the working of its various Committees. Based on the same a separate exercise was carried out to evaluate the p erformance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution at the meetings, independence of judgment, corporate governance practices, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Directors was carried out by the entire Board excluding the Independent Directors. being evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial controls established and maintained by the Company, work performed by the Internal, Statutory, Secretarial Auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews undertaken by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2022-23.

Pursuant to the provisions of Section 134 of the Act, the Directors state that:

a) in the preparation of annual accounts for the Financial Year ended 31 March, 2023, the applicable accounting standards have been followed and there were no material departures requiring any explanation;

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

d) they have prepared annual accounts on a ''going concern'' basis;

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

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

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has a Corporate Social Responsibility (''CSR'') Committee in place. The CSR Committee has formulated and recommended to the Board, the Corporate Social Responsibility Policy of the Company which has been approved by the Board. The Annual Report on CSR activities/initiatives which includes the contents of the CSR Policy, composition of the Committee and other particulars as specified in Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are disclosed in Annexure 2 to this Report.

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance for the year under review, along with the Certificate from the Auditors confirming compliance with the conditions of Corporate Governance, is annexed as Annexure 3, forming part of this Report.

We ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long term shareholder value but also to respect the rights of minority. We consider it our inherent responsibility to disclose timely and accurate infor mation regarding the operations and performance, leadership and governance of the company.

CFO CERTIFICATION

The Chief Financial Officer has duly given a certificate to the Board as contemplated in Regulation 17(viii) of the listing agreement.

Pursuant to Regulation 33(2)(a) the CFO is required to sign the Certificate of the Company certifying that the financial results do not contain any false or misleading statement or figures and do not omit any material fact, which may make the statements or figures contained therein misleading. The CFO has given the Certificate to fulfill the SEBI Listing Regulations, 2015 requirement is annexed as Annexure 4, forming part of this Report.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE

The Audited Annual Consolidated Financial Statements forming part of the Annual Report have been prepared in accordance with the Companies Act, 2013 (''the Act''), Indian Accounting Standards (Ind AS) 110 - ''Consolidated Financial Statements'' and Indian Accounting Standards (Ind AS) 28 - ''Investments in Associates and Joint Ventures'', notified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

The Company has the following Subsidiaries as on 31 March, 2023:

Sl. No.	Name of the Company	Status
1.	Alankit Technologies Limited	Wholly Owned Subsidiary
2.	Alankit Imaginations Limited	Wholly Owned Subsidiary
3.	Alankit Insurance Brokers Limited	Wholly Owned Subsidiary
4.	Alankit Forex India Limited	Wholly Owned Subsidiary

Verasys T echnologies Private Limited

Subsidiary

A Report on the highlights of the performance of each of the Company''s subsidiaries and their contribution to the overall performance of the Company for the Financial Year ended 31 March, 2023, pursuant to the provisions of Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC-1 is annexed herewith in Annexure 5 to this Report.

In accordance with Section 136 of the Act, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company, and Audited Accounts of each of its subsidiaries are available on the website of the Company, www.alankit.in. Members who wish to inspect these documents can send an e-mail to [email protected].

MATERIAL SUBSIDIARY

Alankit Imaginations Limited, Verasys Technologies Private Limited and Alankit Forex India Limited are material subsidiaries of the Company as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors of the Company has approved a Policy for determining material subsidiary which is in line with the Listing Regulations and the same is hosted on the website of the Company at https://www.alankit.in/pdf/Policy/Policy on material subsidiary.pdf

Secretarial Audit Reports of material subsidiaries, as required under Regulation 24A of SEBI (Listing Obligations and Disclosure on the operations of the Company Requirements) Regulations, 2015 are given in Annexure 6 to this Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company is having an adequate Internal Financial Control system, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

During the Financial year, no material or serious observations were received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

A Search and seizure operation u/s 132 of the Income Tax Act, 1961 was conducted by the Income Tax department from 18.10.2019 to 23.10.2019 on the company. The assessment proceedings u/s 153A and 143(3) of the I.T. Act, 1961 were completed on 24.05.2022. The company received demand notices under section 156 of the Income Tax Act, 1961 with respect to assessment years 2010-11 to 2020-21 amounting to Rs.17460.95 Lacs. The company has filed appeal with Commissioner of Appeals on 21.06.2022 against the additions made. The management is of the opinion that no liability is likely to arise from these additions after decision of the appellate authorities.

Apart from the above, there have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than as mentioned in the ''Operations'' section of this Directors'' Report.

Even while facing adverse situations, the Company is taking all adequate steps to honour all its commitments.

There has been no change in the nature of business.

DECLARATION AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT BY INDEPENDENT DIRECTORS

Mr. Yash Jeet Basrar, Mr. Ashok Shantilal Bhuta and Dr. Mathew Thomas, Independent Directors, have given declarations that they meet the criteria of independence as laid down in the Act and the Listing Regulations.

Further, in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors states that in the opinion of the Board, Dr. Mathew Thomas, whose appointment as an Independent Director of the Company has been approved by the Shareholders during the year, is person of integrity and possesses relevant expertise and experience. Further, Dr. Mathew Thomas has successfully qualified the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

BOARD MEETINGS

During the Financial Year 2022-23, 6 (Six) Board Meetings were held, the details of which are given in the Corporate Governance Report, forming part of this Report and annexed as Annexure 3.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee and the Board of Directors at their Meetings held on 7^th June, 2022, have appointed Dr. Mathew Thomas (DIN: 08991251) as an Additional (Independent) Director of the Company, with effect from 7^th June, 2022 to hold office for a term of one year, i.e., upto 6 ^th June, 2023.

Dr. Mathew Thomas (DIN: 08991251), has resigned from the Board of Directors of the Company, with effect from 21^st July, 2022, due to some personal reasons. The Board places on record its appreciation and gratitude for the valuable contributions made by him during his tenure as Director on the Board of the Company.

The Nomination and Remuneration Committee and the Board of Directors at their Meetings held on 10th August, 2022, have re-appointed Dr. Mathew Thomas (DIN: 08991251) as an Additional (Independent) Director of the Company, with effect from 10th August, 2022 to hold office for a term of one year, i.e., upto 9th August, 202 3.

The Members of the Company at their Annual General Meeting held on 29^th September, 2022, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their Meetings held on 10th August, 2022, have re-appointed Dr. Mathew Thomas (DIN: 08991251) as an Independent Non-Executive Director of the Company, with effect from 10th August, 2022 to hold office for a term of one year, i.e., upto 9 ^th August, 2023.

Dr. Mathew Thomas (DIN: 08991251) ceased to be the Independent Director of the Company w.e.f. 09 ^th August, 2023.

Mrs. Meera Lal (DIN: 08689247) retires by rotation at the forthcoming AGM and being eligible, has offered herself for re-appointment.

Mr. Sachin Narang (ACS: 65535), has resigned from the post of Company Secretary and Compliance Officer of the Company, with effect from 10^th October, 2022, due to some personal reasons. The Board places on record its appreciation and gratitude for the valuable contributions made by him during his tenure as Company Secretary of the Company.

The Nomination and Remuneration Committee and the Management Committee of the Board of Directors at their Meetings held on 29^th October, 2022, have appointed Mrs. Suchita Kabra (ACS: 56741) as the Company Secretary and Compliance Officer of the Company, with effect from 29^thOctober, 2022 and due to her personal reasons, she has resigned from the post of Company Secretary and Compliance Officer of the Company, with effect from 12^th May, 2023.

The Management Committee of the Board of Directors has appointed Ms. Manisha Sharma (ACS 58430) as the Company Secretary and Compliance Officer of the Company, with effect from 01^stAugust, 2023. The Nomination and Remuneration Committee and the Board of Directors have approved the appointment of Ms. Manisha Sharma at their meetings held on 11^th August, 2023.

In compliance with Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 on General Meetings, brief resume and other information of all the Directors proposed to be appointed/re-appointed are given in the Notice of the forthcoming AGM.

There were no other changes in the Board and the Key Managerial Personnel during the year.

AUDITORSSTATUTORY AUDITORS

M/s. Nemani Garg Agarwal & Co., Chartered Accountants, (having FRN: 010192N), New

Delhi were appointed as the Statutory Auditors of the Company at an Extra Ordinary General Meeting dated 28.12.2022 to fill in the casual vacancy caused due to the resignation of M/s. B K Shroff & Co, Chartered Accountants, (having FRN: 302166E) dated 30.09.2022, to hold the office till the conclusion of 34^th Annual General Meeting.

M/s. Kanodia Sanyal & Associates, Chartered Accountants, (having FRN: 08396N), New

Delhi was appointed as the Statutory Auditors of the Company at Board Meeting dated 11.08.2023 to fill in the casual vacancy caused due to the resignation of M/s. Nemani Garg Agarwal & Co, Chartered Accountants, (having FRN: 010192N) dated 11.08.2023, to hold the office till the conclusion of ensuing Annual General Meeting. The Board recommends to the member of the Company to re-appoint M/s. Kanodia Sanyal & Associates, Chartered Accountants, (having FRN: 08396N), for five years from the conclusion of ensuing 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting of the Company to be held for the financial year 2027-28.

The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Statutory Auditors have submitted an unmodified opinion

on the audit of financial statements for the Financial Year 2022-23 and there is no qualification, adverse remark or disclaimer given by the Auditors in their Report.

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

SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules framed thereunder, M/s. N. C. Khanna, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The report of the Secretarial Auditor in Form MR-3 is annexed as Annexure 6 to this Report. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark. The Company complies with all applicable secretarial standards.

AUDITORâS STATEMENT

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have 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.

STATE OF COMPANYâS AFFAIRS

Alankit Limited is listed on both the premier exchanges of the Country i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange of India (BSE). Alankit Limited has managed to become an eminent name in the E-governance Sector.

With 25 regional offices spread nationwide and a total of over 10000 plus business locations. Alankit has carved a niche for itself in the market. The Company has achieved several notable milestones to ornate its journey of well-defined vision steered skillfully into practice.

The present state of Company''s affairs is progressive enough viz-a-viz the industry and there is no other development which could result in an adverse situation for the Company in the near future.

Alankit excels at promptly delivering e-governance solutions to millions of citizens in the country through a strong network across more than 673 cities and 10000 business locations. The company effectively liaises with various government departments in India to ensure transparency and efficiency in the delivery of various services to people. Having over two decades of experience, Alankit has evolved over the years and emerged as an industry leader by building a robust infrastructure and competent workforce to keep pace with the changing times as well as to fulfill the needs of customers.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. Conservation of Energy

The Company is engaged in providing e-governance services and e-governance products and such operations do not account for substantial Electricity, Gas & Steam, Power, Water or any other kind of energy consumption. However, the company is taking all possib le measures to conserve the energy.

Your company is continuously looking for new ways of conservation of energy and wastes minimization for the protection of environment. The eco-friendly initiatives adopted by your company are:

Installation of LED lights in all the offices nationwide.

Implementing energy conservation schemes.

Awareness programs for employees at all levels and for community.

Promoting the use of alternative fuels and materials.

B. Technology Absorption and Research & Development

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

The Company has not incurred any expenditure on Research & Development. Your company has not imported technology during the last 10 years reckoned from the beginning of the financial year.

C. Foreign Exchange Earnings and Outgo

Particulars	(Amount in lakhs)
Foreign Exchange Earnings	Rs. 32.65/-
Foreign exchange Outgo	Rs. 685.09/-

PARTICULARS OF EMPLOYEES

None of the employees including key managerial personnel draws in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is amended and is annexed as Annexure 7 of this report.

COMPOSITION OF VARIOUS COMMITTEES OF THE BOARD

The following Committees of the Board were constituted:

AUDIT COMMITTEE
1. Mr. Yash Jeet Basrar	- Chairman
2. Mr. Ashok Shantilal Bhuta	- Member
3. Mrs. Preeti Chadha	- Member
NOMINATION & REMUNERATION COMMITTEE
1. Mr. Ashok Shantilal Bhuta	- Chairman
2. Mr. Yash Jeet Basrar	- Member
3. Mrs. Preeti Chadha	- Member
STAKEHOLDER RELATIONSHIP COMMITTEE
1. Mr. Yash Jeet Basrar	- Chairman
2. Mr. Ashok Shantilal Bhuta	- Member
3. Mrs. Preeti Chadha	- Member
MANAGEMENT COMMITTEE
1. Mr. Ankit Agarwal	- Chairman
2. Mr. Yash Jeet Basrar	- Member
3. Mrs. Preeti Chadha	- Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

1. Mr. Yash Jeet Basrar - Chairman

2. Mr. Ankit Agarwal - Member

3. Mr. Ashok Shantilal Bhuta - Member

RISK MANAGEMENT COMMITTEE

1. Mr. Ashok Shantilal Bhuta -

2. Mr. Y ash Jeet Basrar -

3. Mrs. Meera Lal -

Chairman

Member

RELATED PARTY TRANSACTIONS

The Company has formulated and put in place policy on materiality of related party transactions and also a policy on dealing with related party transactions with the Company. For Related Party Transactions, please refer note no. 35 of Financial Statements of the Company for the financial year 2022-23.The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form No. AOC-2, is annexed as Annexure 8 of this report.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS

Details of Loans, Guarantees or investments covered under section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy and established a Vigil Mechanism in compliance with provisions of the Act and the Listing Regulations for the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Policy is available at the Company''s website and can be accessed at: https://www.alankit.in/policiespage.aspx

NOMINATION. REMUNERATION AND BOARD DIVERSITY POLICY

The Board has adopted a Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto. The Policy governs the criteria to pay equitable remuneration to the Directors, Key Managerial Personnel (KMP), senior management (as defined below) and other employees of the Company and to harmonise the aspirations of human resources with the goals of the Company.

The Policy aims to act as a guide to the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management, ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully, ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks and ensuring that remuneration 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.

The Nomination and Remuneration Policy is available at the Company''s website and can be accessed at: https://www.alankit.in/policiespage.aspx.

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

The Company has in place a Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions of the said Act, an Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during the Financial Year 2022-23.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2022-23:

No. of Complaints received: Nil No. of Complaints disposed of: Nil

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors/ Secretarial Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed there under.

RISK MANAGEMENT

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The risk management framework is reviewed periodically by the Board, Audit Committee and Risk Management Committee.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 of the Companies Act, 2013 (''Act''), read together with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof (''IEPF Rules''), the Company has transferred Rs. 62,362 (Rupees Sixty Two Thousand Three Hundred and Sixty Two Only) and Rs. 60,585 (Rupees Sixty Thousand Five Hundred and Eighty Five Only) to the IEPF, during the Financial Year 2022-23, being unpaid/unclaimed dividend amounts relating to the Financial Year 2014-15 and Financial Year 2015-16 (Interim), respectively.

Pursuant to the provisions of the IEPF Rules, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31 March, 2023 (as on the date of closure of previous financial year) on the website of the Company (https://www.alankit.in/unpaid-dividend-list.aspx).

Dividend due to be transferred to IEPF during Financial Year 2023-24
Particulars	Date of Declaration		Date of completion of seven years			Due date for transfer to IEPF		Amount as on March, 2023 (in Rs.)
2015-16 (F)	8^th August, 2016		13^th September, 2023			13^th October, 2023		64,984.80
2016-17 (I)	30^th January, 2017		7^th March, 2024			6^th April, 2024		1,14,716.50
Dividend History for the last 7 years is as under:
Particulars		Date of Declaration		Date of completion of seven years	Due date for transfer to IEPF		Amount as on March, 2023 (in Rs.)
Interim Dividend 2015-16		11^th January, 2016		16^th February, 2023	13^th March, 2023		60584.00/-
Final Dividend 2015-16		8 ^th August, 2016		13 ^th September, 2023	12^th October, 2023		64985.00/-
Interim Dividend 2016-17		30^th January, 2017		6^th March, 2024	4^th April, 2024		114717.00/-
Final Dividend 2016-17		26^th September, 2017		01^st November, 2024	01^st December, 2024		1,30,244.20/-
Interim Dividend 2017-18		10^th February, 2018		18^th March, 2025	17^th April, 2025		2,07,847.00/-
Interim Dividend 2018-19		20 ^th March, 2019		25^th April, 2026	25t^h May, 2026		2,28,473.40/-
Final Dividend 2019-20		29^th August, 2020		4^th October, 2027	03^rd November, 2027		4,70,006.80/-
Final Dividend 2020-21		27^th September, 2021		02^nd November, 2028	01^st December, 2028		2,91,433.40/-
Final Dividend 2021-22		29^th September, 2022		04^th November, 2029	03^rd December, 2029		3,28,623.60/-

Transfer of Shares to the Demat Account of Investor Education and Protection Fund Authority

In terms of the provisions of Section 124(6) of the Act, read with the relevant Rules made thereunder, 396744 Equity Shares and 4800 Equity Shares of the Company, in respect of which dividend was unpaid or unclaimed for the Financial Year 2014-15 (Final) and 2015-16 (Interim) respectively, has been transferred to the Demat Account of the IEPF Authority maintained with National Securities Depository Limited, during the Financial Year 2022-23.

Further, the voting rights in respect of shares transferred to the Demat Account of the IEPF Authority shall remain frozen, until the rightful owner claims the shares. Members may note that shares as well as unclaimed dividend transferred to the IEPF Authority can be claimed back. Concerned shareholders are advised to visit http://www.iepf.gov.in/IEPF/refund.html for lodging claim for refund of shares or dividend from the IEPF Authority.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the website of the company at https://www.alankit.in/annual-return.aspx.

APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPT CODE. 2016

The Company has neither made any application nor any proceedings pending under the Insolvency and Bankrupt Code, 2016, during the year under review.

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

The above clause is not applicable as no valuation was done, during the year under review.

APPRECIATION

Your Directors take this opportunity to express their grateful appreciation for the continued support and co-operation received from the company''s valued customers and esteemed shareholders for the support and confidence reposed by them in the management of the Company and look forward to the continuance of this mutually supportive relationship in future.

Your Directors also place on record their appreciation and gratitude to all the Departments of Government of India, Central Government, State Government, Tax Authorities, Reserve Bank of India, Ministry of Corporate Affairs, Financial Institutions, Stock Exchanges, Banks and other governmental/ Semi governmental bodies and look forward to their continued s upport in all future endeavors.

Your Directors also wish to place on record their appreciation for the continued cooperation received from all the vendors, dealers, investors and business associates for the support provided by the financial institutions, bankers and stock exchanges.

Your Directors also wish to place on record their sincere appreciation for the diligent efforts, hard work and commitment put in by all ALANKIT employees.

Inspired by this Vision, driven by Values and powered by internal Vitality, we look forward to delivering another year of value adding growth.

Mar 31, 2018

To,

The Members,

Alankit Limited New Delhi

The Directors take pleasure in presenting the 29^th Annual Report on the business and operations of the Company, along with the summary of standalone and consolidated financials prepared in accordance with IND-AS for the year ended March 31,2018.

PERFORMANCE OFTHE COMPANY

FINANCIAL RESULTS Amount in Rs. âLakhs except EPSâ

PARTICULARS	Stand Alone		Consolidated
PARTICULARS	31-03-2018	31-03-2017	31-03-2018	31-03-2017
Net Sales/Income from Operations	10443.03	8,494.58	10510.17	8,508.16
Other Income	290.13	170.85	373.27	170.85
Total Income	10733.16	8,665.43	10883.44	8,679.01
Profit before Depreciation & Tax	2894.70	2,173.72	2922.43	2,175.79
Less: Depreciation	353.94	145.79	354.26	145.91
Profit before Tax	2540.76	2,027.93	2568.17	2,029.88
Less: Provisionforcurrentyear Income-tax	608.24	507.10	615.09	507.34
Less: MAT Credit Receivable	-	-	(1.33)	-
Less: Deferred Tax	(202.60)	194.88	(201.05)	194.86
Net Profit after tax	2135.12	1,325.95	2155.46	1,327.68
Net Profit after tax and adjustments	2135.12	1,325.95	2155.46	1,327.68
EPS* (Basic)	1.49	0.93	1.51	0.93
(Diluted)	1.49	0.93	1.51	0.93

REVIEW OF OPERATIONS

Your Company has recorded a satisfactory overall growth in revenues to Rs. 10443.03 lakhs as compared to Rs. 8494.58 Lakhs in the previous year, an increase of 22.94%

Standalone:

During the year, your Company recorded the total income ofRs. 10733.16 lakhs as compared to Rs. 8,665.43 Lakhs in the previous year. It is indeed a matter of pride that the Profit after Tax (PAT) wasRs. 2135.12 Lakhs in comparison to a PAT of Rs. 1,325.95 Lakhs in the preceding year.

Consolidated:

During the year, your Company recorded the total income ofRs. 10883.44 increased from Rs. 8,679.01 Lakhs in previous year. Profit afterTaxwas increased toRs. 2155.46 LakhsfromRs. 1,327.68 Lakhs.

DIVIDEND

Your company declared interim dividend of 20% on equity share of Rs. 1 each. The same was distributed to shareholders on 26^th February, 2018. The board proposed the same should betaken as final Dividend for the F.Y. 2017-18.

TRANSFERTOTHE INVESTOR EDUCATION AND PROTECTION FUND

The company is not required to transfer any amount to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

TRANSFERS TO RESERVES

The Company has transferred Rs. 999.49 Lakhs in General Reserve from retained earnings.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS/COURTS/TRIBUNALS

There have been no significant and materials orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The Company is regular in paying Annual Listing Fees and custodian fees to both the depositories.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of stakeholdersâ value.

Independent Directors are appointed keeping in view their diverse skills and experience as to provide strategic direction, guidance and constructive support to the management. The Board of Directors is at the core of your companyâs corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders.

DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the statutory auditors and the reviews undertaken by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the Financial Year 2017-18.

Accordingly, pursuant to Section 134(3) (c) Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they 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 profits of the Company for that period;

c) they have 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 detectingfraud and other irregularities;

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

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

CORPORATE GOVERNANCE

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (hereinafter âListing Regulationsâ), a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is attached as Annexure and forms integral part of this Report (hereinafter âCorporate Governance Reportâ)

CFO CERTIFICATION

The Chief Financial Officer has duly given a certificate to the board as contemplated in Regulation 17(viii) of the listing agreement.

SUBSIDIARIES

As on March 31, 2018, the company has five Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the company has prepared consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC-1 is annexed herewith as In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company.

INTERNALFINANCIALCONTROLS AND THEIR ADEQUACY

The Company is having an Internal Financial Control system, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Companyâs operations, safe keeping of its Assets, optimal utilization of Resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. During the Financial year, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

MATERIAL CHANGES AND COMMITMENT AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY

There are no material changes and commitments which affected the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have given Declaration confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and the Listing Regulations.

BOARD MEETINGS

The Board of Directors duly met Four (4) times respectively on 30^h May, 2017,09^th August, 2017,14^th November, 2017 and 10^th February, 2018 in respect of which proper notices were given and the proceedings were properly recorded.

DIRECTORS

The Board consists of executive and non-executive Directors including independent Directors, who have wide and varied experience in different disciplines of corporate functioning. Mrs. Preeti Chadha retires as Director to meet the requirement of Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

Mr. Pravin Kumar Bansal was appointed as Whole Time Director designated as Executive Director of the Company for a period of one year with effect from 1^st November, 2017. Pursuant to Section 110 of the Companies Act, 2013 read with the rules made there under and Regulation 44 of SEBI (LODR) Regulations, 2015, approval of the shareholders of the Company was obtained by means of postal ballot and e-voting on the Special Resolution for his appointment proposed in the Postal Ballot Notice dated 14.11.2017, result of which along with scrutinizerâs report was declared on 19^th December, 2017.

Mr. Ashok Shantilal Bhuta, Practicing Chartered Accountant who is having diversified experience in the areas of corporate law matters, direct and indirect taxes, corporate governance, statutory and internal audit was appointed as an Additional Director designated as Non-Executive and Independent Director of the Company on 30^th May, 2018 subject to the approval of shareholders of the Company in the ensuing Annual General Meeting of the Company.

Mr. Pravin Kumar Bansal who was earlier appointed from 01^st November, 2017 for upto one year has been re-appointed as a Whole-Time Director of Company by the Board of Directors for one more year which will be effective from 01^st November, 2018 subject to the approval of Shareholders of the Company in the ensuing Annual General Meeting of the Company.

AUDITORS STATUTORY AUDIT

The reports of the Statutory Auditors, Maheshwari Rajiv & Co., on the standalone and consolidated financial statements of the Company for the financial year 2017-18 form part of this Annual Report. The Notes on financial statement referred to in the Auditorâs Report are self-explanatory and do not call for any further comments. The Statutory Auditors have submitted a unmodified opinion on the audit of financial statements for the financial year 2017-18 and there is no qualification, adverse remark or disclaimer given by the Auditors in their Report.

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Maheshwari Rajiv & Co., Chartered Accountants, New Delhi (FRN 007115NR) was appointed as the Statutory Auditors of the Company for an initial term of 5 years at its 27^th Annual General Meeting i.e. from the conclusion of 27th Annual General Meeting till the conclusion of 32^nd Annual General Meeting of the Company.

M/s. Maheshwari Rajiv & Co., Chartered Accountants, New Delhi (Firm Registration No: 007115NR) vide their letter dated 21^st July, 2018 have resigned from the position of Statutory Auditors of the Company due to their pre-occupation elsewhere, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) ofthe Companies Act, 2013.

The Board of Directors at its meeting held on 31^st July, 2018, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. B. K. Shroff & Co., Chartered Accountants, New Delhi (Firms Registration No. 302166E), to hold office as the Statutory Auditors of the Company till the conclusion of 29th AGM to fill the casual vacancy caused by the resignation of M/s. Maheshwari Rajiv &Co., Chartered Accountants, New Delhi (Firm Registration No: 007115NR) subject to the approval by the members at the 29th Annual General Meeting of the Company.

The Board of Directors at its meeting held on 31^st July, 2018, as per the recommendation of the Audit Committee recommended the appointment of M/s. B. K. Shroff & Co., Chartered Accountants, New Delhi (Firms Registration No. 302166E), as Statutory Auditors of the Company to hold office for a period of one year, from the conclusion of the 29th AGM, till the conclusion of the 30th AGM of the Company to be held in the year 2019 subject to the approval of members in the ensuing Annual General Meeting.

STATE OF COMPANYâS AFFAIRS

The present state of Companyâs affairs is progressive enough viz-a-viz the industry and there is no other development which could result in an adverse situation for the Company in the near future.

AUDITORSâ STATEMENT

During the year under review, the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boardâs report.

SECRETARIAL AUDIT

The Company appointed M/s N C Khanna, Company Secretaries to conduct the Secretarial Audit for the financial year 2017-18 pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 for conducting secretarial Audit and the Secretarial Audit report is being attached with the Directorsâ Report in Form MR-3 which is self-explanatory and needs no comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company complies with all applicablesecretarial standards.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

Your company is continuously looking for new ways of conservation of energy and wastes minimization for the protection of environment. The eco-friendly initiatives adopted by your company are:

- Implementing energy conservation schemes.

- Awareness programmes for employees at all levels and for community.

- Promoting the use of alternative fuels and materials.

B. Technology Absorption and Research & Development

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

The Company has not incurred any expenditure on Research & Development. Your company has not imported technology during the last 8 years reckoned from the beginning of the financial year.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: Rs.67,42,756/-Foreign Exchange Outgo: Rs. 5,46,97,674/

PARTICULARS OF EMPLOYEES

None of the employees including managerial personnel draws in excess of the limits prescribed under Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which needs to be disclosed in the Directorsâ report.

COMPOSITION OF VARIOUS COMMITTEES OFTHE BOARD

The following Committees of the Board were constituted:

AUDIT COMMITTEE

1. Mr. YashJeetBasrar -Chairman

2. Mr. AshokShantilal Bhuta -Member

3. Ms. PreetiChadha -Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

1. Mr. YashJeetBasrar -Chairman

2. Ms. PreetiChadha -Member

3. Mr. Pradip Kumar Banerji -Member

4. Mr.Shyam KishoreLai -Member

NOMINATION AND REMUNERATION COMMITTEE

1. Mr. YashJeetBasrar -Chairman

2. Mr. AlokKumarAgarwal -Member

3. Mr. AshokShantilal Bhuta -Member

MANAGEMENT COMMITTEE

1. Mr. AnkitAgarwal -Chairman

2. Mr. AlokKumarAgarwal -Member

3. Mr. YashJeetBasrar -Member

4. Ms. PreetiChadha -Member

CSRCOMMITTEE

1. Mr. YashJeetBasrar -Chairman

2. Mr. AlokKumarAgarwal -Member

3. Mr. AnkitAgarwal -Member

RELATED PARTY TRANSACTIONS

For Related Party Transactions, please refer note no. 30 of Financial Statements of the Company and para 13 of Annexure-A to the Auditorâs report for the financial year 2017-18.

VIGIL MECHANISM

The Company has framed a Vigil Mechanism for Directors and Employees and they may report concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of conduct & ethics without fear of reprisal.

DISCLOSURE OF MANAGERIAL REMUNERATION

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure to the Report.

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

The Company has in âplace an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2017-18: No. of Complaints received: Nil No. of Complaints disposed off: Nil

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as on March 31, 2018 in prescribed Form No. MGT-9, pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as Annexure to this report.

APPRECIATION

Your Directors take this opportunity to express their grateful appreciation for the continued support and co-operation received from our esteemed customers, vendors, dealers, investors, business associates and bankers during the year. The Directors are thankful to the Companyâs shareholders, Central and State Government authorities, Regulatory authorities and Stock Exchanges for their consistent support to the Company. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companyâs resources for sustainable and profitable growth.

Your Directors deeply appreciate the efficient and loyal services rendered by every employee, without whose wholehearted efforts, the overall satisfactory performance would not have been possible and look forward to their continued support and understanding in the years to come

BY ORDER OF THE BOARD OF DIRECTORS

For ALANKIT LIMITED

DATE: 31.07.2018 ALOK KUMAR AGARWAL

PLACE: New Delhi CHAIRMAN

Mar 31, 2013

To The Members,

Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS

The Financial results of the Company for the year under review along with figures for the previous year are as follows:

For the year ended For the year ended PARTICULARS 31s,March, 2013 31st March, 2012

Total Revenue / Income 122,245,648 125,579,000

Total Expenditure 131,114,967 120,655,573

Profit / (Loss] before Taxation (8,869,320) 4,923,426

Provision for Taxation (853,282)

Deferred Tax 12,018,939

Profit after Taxation 3,149,620 4,070,144

REVIEW OF OPERATIONS & FUTURE PROSPECTS

During the year under review, there was a decrease in total revenue and Profit after Tax as compared from previous year due to adverse market conditions. The Company is regularly making efforts for getting work relating to e-Governance business.

The Company has been accreditated as Smart Card Service provider under Rashtriya Swasthaya Bima Yojna (RSBY] by Quality Council of India. The Company has been empanelled as Enrolment Agency under RSBY and currently doing the enrolments in the Bundi, Sikar &Jhunjunu district of Raj asthan.

The Company is also empanelled as Enrolment Agency for enrolment of residents of India by UIDAI and currently doing enrolments in the State of Maharashtra on behalf of Oriental Bank of Commerce.

The Company has applied for renewal of empanelment as enrollment agency to UIDAI. The Company is planning to take part in the tenders and projects related to e- Governance and providing services related to smart card.

MERGER

The Company has applied for In-principal approval under clause 24(f) of listing agreement from Bombay Stock Exchange (BSE] for merger with Alankit Assignments Limited.

OPEN OFFER

Promoter Group had sold its stake of 76,550 equity shares representing 1.58% of the total paid up capital of the Company and transferred the management and control pursuant to share purchase agreement dated 27thAugust 2012to Mr.AlokKumarAgarwal.

Thereafter, Mr. Alok Kumar Agarwal, had made an open offer to the shareholders of the Company to acquire 12,60,500 equity shares constituting 26% of the total paid-up capital of the Company and consequently acquired 704 equity shares representing 0.014% of the total paid-up capital of the Company in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers] Regulations, 2011. will act as a new promoter of the Company.

DIVIDEND

In view to augment the resources of the Company so as to achieve better operating results, your directors do not recommend any dividend.

DIRECTORS

Mr. Rajbir Singh Makhni, Director of the Company retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

Mr. Alok Kumar Agarwal was appointed as Additional Director we.f 10th December, 2012. He vacate s his office at the ensuing Annual General Meeting and has filed requisite consentto act as a Director of the Company. Notice has been received from a member of the Company under Section 257 of the Companies Act, 1956 for his appointment as a Director of the Company.

CHANGE IN REGISTERED OFFICE

The Registered Office of your Company had been shifted from 291, Anarkali Complex, Jhandewalan Extension, New Delhi 110055 to 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi 110055 we.f. 9th August, 2013 as per the requisite resolution passed by the Board of Directors.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposit under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits] Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration exceeding the limit as prescribed under Section 217 (2A] of the Companies Act, 1956 read with the Companies (Particulars of Employees] Rules, 1975 during the year.

BOARD COMMITTEES

The Company has re-constituted two Committees viz. Audit Committee and Remuneration Committee during the year under review.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year, the Company has not earned and spent anything in Foreign Exchange.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

CONSERVATION OF ENERGY

The Company is engaged in providing financial and e-governance services and such operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve the energy.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE]. The Company has paid Annual Listing Fees for the Financial Year 2012-2013 to BSE & DSE and also paid Annual Listing Fees for the current Financial Year 2013-14 to BSE. Since trading activities do not take place on DSE, your Company took initiative to get it delisted from DSE to facilitate the administrative convenience. DSE delisted the Company we.f. 8th April, 2013. The Company has made tripartite agreement with Central Depository Services (India] Limited (CDSL] & Registrar & Share Transfer Agent (RTA] dated 31st July 2012 for holding and transfer of securities in demat form of CDSL. The Company has also paid Annual Custody Fee to National Securities Depository Limited (NSDL] and CDSLforthe Financial Year 2013-14.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your Company continued the affirmative action and Corporate Social Responsibility in various fields.

CODEOFCONDUCT

The Company continues to place emphasis on inclusive growth and has adopted a voluntary code of conduct for affirmative action.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of shareholders'' value.

The Board provides and critically evaluates strategic direction, management policies and their effectiveness on your Company. Their objective is also to ensure thatthe long-term interests of the shareholders are being served.

Independent Directors are appointed not merely to fulfill the statutory requirements but for their diverse skills and experience as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions. The Board of Directors is at the core of your company''s corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders. Your Directors believe that an active, well informed and independent Board is necessary to ensure highest standards of corporate governance.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under the provisions of Section 217(2AA] of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I] in the preparation of the annual accounts for the year ended March 31,2013, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

ii] the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

iii] the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv] the Directors have prepared the Annual Accounts of the Company on a going concern'' basis.

AUDITORS

During the year under review, M/s Krishan K. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1) (B) OF THE COMPANIES ACT, 1956

Your Company had not transferred any amount to reserves.

DISCLOSURE UNDER SECTION 217(1) (D) OF THE COMPANIES ACT, 1956

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENT

Yours Directors place on record their appreciation and thanks for the support extended by SEBI, BSE, NSDL, CDSL, UIDAI, other Govt. Departments, Bankers and employees of the Company at all level.

BY ORDER OF THE BOARD OF DIRECTORS

For EURO FINMART LIMITED

Sd/-

PREETIPURI

COMPANY SECRETARY

DATED: 9th August, 2013

PLACE: New Delhi

Mar 31, 2012

To The Members of Euro Finmart Limited

The Directors have pleasure in placing before you the 23rd Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2012.

OVERVIEW

The Company mainly engaged in business of selling or buying or subscribing to or dealing in shares and commodities, trading business and its related correspondence activities. It is also acting as advisors and consultants on all matters and problems relating to corporates, departments & services of Govt., Public, Local and other various authorities to corporates and other body corporates. The Company has been provisionally accreditated as Smart Card Service provider by Quality Council of India. The Company has applied for Empanelment as Enrolment Agency for enrolment of residents of India to UIDAI. The Company is also taking part in tenders relating to e-Governance business.

FINANCIAL HIGHLIGHTS

The Financial results of the Company for the year under review along with figures for the previous year are as follows:

Particulars Financial year ended Financial year ended on 31-03-2012 on 31-03-2011

(Rs.) (Rs.)

Total Revenue/Income 125,579,000 36,971,930

Total Expenditure 120,655,572 33,044,977

Profit before Taxation 4,923,428 3,926,953

Provision for Taxation (853,282) (687,504)

Profit After Taxation 4,070,146 3,239,449

REVIEW OF OPERATIONS & FUTURE PROSPECTS

During the year under review, there was a significant increase in Gross Revenue due to better effort of organizational staff. Profit after Tax was also increased by 26% from last year. During the year under review, your Company was engaged in expansion of various Business Activities and indulged in the process of optimizing the available resources of the Company. The management of the Company is pleased to inform you that the Company is planning to strengthen the operations of the Company by taking new projects of various Government Authorities and Departments. We hope that the projects will enhance the operations and increase the opportunities for the Company.

During the period under review, the Company has also applied to Quality Council of India for accreditation as Approved Smart Card Service Provider (SCSP) and has been awarded the Provisional Certificate by QCI. The Company has also applied for empanelment as Enrolment Agency for UID Project. The Company will also take advantage from this and increase its operations into the field of E-governance and other allied sectors.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2012.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs. 50,000,000 (Rupees Five Crores only) divided into 5,000,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten only) each. During the year Paid up Share Capital of the Company is increased from Rs. 9,695,810 (Rupees Ninety Six Lacs Ninety Five Thousand Eight Hundred Ten) to Rs. 48,479,050 (Rs. Four Crores Eighty Four Lacs Seventy Nine Thousand Fifty only).

ISSUE OF BONUS SHARES

During the year, the Company has allotted 3,878,324 Equity Shares of the Company as Bonus Shares in the ratio of 4 (Four) fully paid up Equity Shares of Rs. 10/- each for every 1 (One) Equity Share of Rs. 10/- each on 19th October, 2011.

DIRECTORS

Mr. Ashvarya Kumar Maheshwari, Director of the Company , retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposit under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the employees of the company were in receipt of remuneration exceeding the limit as prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year.

BOARD COMMITTEES

The Company has constituted three Committees viz. Audit Committee, Remuneration Committee and Share Transfer & Shareholders'/Investors' Grievance Committee for smooth operations of the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year, the Company has not earned and spent anything in Foreign Exchange.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Since the Company is not involved in manufacturing activity, hence the research & development and technology absorption is not applicable.

CONSERVATION OF ENERGY

The Company is engaged in providing financial and e-governance services and such operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve the energy.

The management issues circulars regularly on the corporate interest to the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance of the same.

LISTING WITH STOCK EXCHANGES

Equity Shares of the Company are listed on Bombay Stock Exchange (BSE) and Delhi Stock Exchange (DSE). The Company has paid Annual Listing Fees for the Financial Year 2011-2012 to BSE and DSE and Annual Custody Fee to National Securities Depository Limited (NSDL). As the Shares are not traded in the Delhi Stock Exchange, the benefit accruing to the investors by keeping the equity shares of the Company listed on DSE, are not commensurate with the cost incurred by the Company for the continued listing and will not provide any significant tangible advantage to the shareholders of the Company. Accordingly, the matter of delisting of equity shares from Delhi Stock Exchange was approved by the Board of Directors at their meeting held on 10th August, 2012. The equity shares of the Company will continue to be listed on BSE. The Company has also applied for admission of Equity Shares to Central Depository Services (India) Limited.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your Company continued the affirmative action and Corporate Social Responsibility in various fields.

CODE OF CONDUCT

The Company continues to place emphasis on inclusive growth and has adopted a voluntary code of conduct for affirmative action.

AUDITORS' REPORT

There is no adverse remark or qualification in the Auditors' Report and therefore no comments are required under Section 217 of the Companies Act, 1956.

EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS

The Directors of your Company are in a fiduciary position, empowered to oversee the management functions with a view to ensure its effectiveness and enhancement of shareholders' value. The Board reviews and approves management's strategic plan & business objectives and monitors the Company's strategic direction.

The Board provides and critically evaluates strategic direction, management policies and their effectiveness on your Company. Their remit is also to ensure that the long-term interests of the shareholders are being served.

Independent Directors are appointed not merely to fulfill the statutory requirements but for their diverse skills and experience as well as the external objectivity that each of them bring to effectively perform their role to provide strategic direction and guidance and provide constructive support to management by asking the right questions and generating quality debates and discussions on major decisions. The Board of Directors is at the core of your company's corporate governance practice and oversees how the management serves and protects the long term interests of the stakeholders. Your Directors believe that an active, well informed and independent Board is necessary to ensure highest standards of corporate governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

AUDITORS

During the year under review, M/s Krishan K. Gupta & Co., Chartered Accountants, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Board recommends M/s Krishan K. Gupta & Co., Chartered Accountants, to continue as Statutory Auditors of the Company for the financial year 2012-13.

TRANSFER TO RESERVES IN TERMS OF SECTION 217 (1)(B) OF THE COMPANIES ACT, 1956

For the financial year ended 31st March, 2012, the Company has not transfer any sum to reserves. Therefore, your Company proposes to transfer the entire amount of profit to Statement of Profit and Loss of the Company.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

The process of Amalgamation of Europlus Financial Services Limited, Euro Global Reinsurance Brokers Limited, Alankit Life Care Limited and Faith Business Advisors Limited (Transferor Companies) with Euro Finmart Limited (Transferee Companies) was initiated. But one of the Transferor Company viz. Alankit Life Care Limited has not been able to get the requisite No Objection Certificate (NOC) from its secured creditors i.e. Banker's of the Company to the aforesaid proposed amalgamation of the company with Euro Finmart Ltd. Therefore Board of Directors of Euro Finmart Limited has decided to withdraw the matter at their meeting held on 16 th July, 2012.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation and thanks for the support extended by SEBI, NSDL, Stock Exchanges, other Govt. Departments and Bankers to the Company.

BY ORDER OF THE BOARD OF DIRECTORS

For EURO FINMART LIMITED

-Sd/- -Sd/-

Sunil Kumar Gupta Yash Jeet Basrar

Director Director

DATED: 10 th August, 2012

PLACE: New Delhi

Mar 31, 2010

The directors take pleasure in presenting the 21 st Annual Report and Audited Statement of Accounts of the Company for the period ended on 31st March 2010.

OVERVIEW

The company mainly indulged in business of stock broking and its allied matters & selling or buying or subscribing to or dealing in share and commodity trading business and its related correspondence activities. It also acting as advisers and consultants on all matters and problems relating to corporate, departments & services of Govt., Public, Local and other various authorities to corporate and other body corporate.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Particulars For the Year ended For the 9 Months ended 31 st March, 2010 (Rs.) 31 st March, 2009 (Rs.) Sale/Operating income 5,95,66,350 2,28,240 Other Income 7,63,653 26,21,641 Total Income 6,03,30,003 28,49,881 Total Expenses 5,83,64,552 19,86,640 Prof it/(Loss) before Tax 19,65,451 8,63,241 Provision for Taxation (net) (2,77,200) (9,032) Profit/(Loss) after tax 16,88,251 8,54,209

OPERATIONS

During the year, company was engaged in expansion of business activity and indulges in processes to derive the synergies and optimize the use of available resources. Your directors wish to inform you that during the year company has well performed. Company Key focus areas are financial Services activities and sub broking activities. Your Directors pleased to inform you that after a long wait we get the approval from Delhi Stock Exchange regarding trading in shares and we also applied with Bombay Stock Exchange for the revocation of suspention of trading in shares and in near future we will get the approval from the same.

SHARE CAPITAL

During the financial year 2009-2010, there has been no increase in the Authorized Share Capital of the Company under review.

However, Your Board of Directors at its Meeting held on December 2 , 2009 decided to reclassified the authorised share capital structure by division of existing 50, 00,000 shares of Rs. 10/- each into 49,00,000 6% Non Convertible Preference Shares of Rs. 10/-each and 1,00,000 equity shares of Rs. 10/- each and the same have been approved by the Members at the Extra Ordinary General Meeting held on December 30, 2009.

Your Board of Directors at its Meeting held on December 30,2009 have approved the increase in. .said up capital by allotting 49,00,000 6% Non Convertible Preference Shares for a value aggregating Rs. 49,00,0000 in preferential basis to non promoter group.

DIRECTORS

Your Board had appointed Mr. Sunil Kumar Gupta as an Additional Director of the Company in the category of Professional Director with effect from December 15,2009. Mr. Sunil Kumar Gupta vacates his office at the ensuing Annual General Meeting and has filed requisite consent to act as a Director of the Company. Notice has been received from a Member of the Company under Section 257 of the Companies Act, 1956 for the appointment of Mr. Sunil Kumar Gupta as a Director of the Company.

Appropriate resolution seeking your approval to the appointment of Mr. Sunil Kumar Gupta as the Director of the Company is appearing in the Notice convening the 21 st Annual General Meeting of the Company.

Mr. Mahabir Parshad Gupta, Directors retire by rotation at the ensuing Annual General Meeting of your Company and, being eligible, have offered themselves for the re-appointment.

Your Board has recommended their re-appointment.

PUBLIC DEPOSIT

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Act, read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS

Statutory Auditors M/s Krishan K. Gupta & Co., Chartered Accountants, Delhi, retire at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

DIVIDEND

The Board is of the view that the Company should take advantage of the tremendous growth potential. Accordingly, the directors do not recommend any dividend for the year ended March 31, 2010.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the Financial Year ended 31 st March, 2010 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts, applicable accounting standards have been followed and proper explanation relating to material departures, if any, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, ADATATION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings and outflow during the year.

CORPORATE GOVERNANCE

The Company is proactive following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate report on Corporate Governance together with Auditors Certificate on compliance is attached to this Annual Report as also a Management Discussion and Analysis statement.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Shareholders, Customers, Dealers, Bankers, Agencies and Business Associates who have extended their continued support.

On Behalf of the Board of Directors -sd/- -sd/- -sd/- Mahabir Parshad Sunil Kumar Heena Jain Gupta Gupta Place New Delhi Director Director Company Secretary Date : 25.05.2010

Mar 31, 2009

The directors take pleasure In presenting the 20th Annual Report and Audited Statement of Accounts of the Company for the period ended on 31st March 2009.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Particulars For the 9 months ended For the 15 Months ended 31st March, 2009 (Rs.) 30th June, 2008 (Rs.)

Gross Income 28,49,881 1,00,45,347

Depreciation 1,51,445 2,52,412

Profit/Loss before depreciation & Tax 8,63,241 (1,59,97,962)

Provision forTaxation (Current & Deferred & FBT) 9,032 48,770

Profit/lossAfterTax 8,54,209 (15,949,192)

Transferred to General Reserve NIL NIL

OPERATIONS

Due to capital restructuring and other events the business has ceased/Suspended during the financial year.

SHARE CAPITAL

The Authorized Share Capital remained the same during the period under review. However Paid up Capital of the company i.e. 26,85,300 share of Rs 10 each was reduced 98 % by way of restructuring with the permission of Honble High court during the period. Now the paid up capital of the company is Rs. 537.060 which are divided into 53706 equity shares of Rs. 10 each.

ALTERNATION OF OBJECTS CLAUSE

Due to change in scenario of economic activity In financial services, there Is significant growth and huge opportunity available for future growth and business expansion. So your management has decided to focus on financial services as core activity of the business, for that purpose the Company has changed the main objects clause by alteration in MOA through Postal Ballot process and also complied with all applicable provisions and other formalities.

NAME CHANGE

Your directors wish to inform that due to the alternation in objects clause of the company, there is need to change the name of the company which must correspondence with the business activity, So the management of the your company has changed the name with effect from 26th May 2009 from EURO GOLD JEWELLERY LIMITED to EURO RNMART LIMITED after taking necessary approval in accordance the Companies Act, 1956 in Under Section 21 from Central Government and same intimate to respective stock exchanges.

PREFERENTIAL ALLOTMENT OF FULLY CONVERTIBLES WARRANTS

To increase the working capital of the company and also to enhance the financial strength in the business, the management had decided to issue of 49,13,000 Fully convertibles warrants to the non promoters on preferential basis at the face value of Rs. 10/- which will be later convert into equity shares equivalent to number of warrants and as per norms prescribed by Securities and Exchange Board of India.

DIRECTORS

Mr. Rajbir Singh Makhni, Director of the Company being retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

PUBLIC DEPOSIT

Your company has never invited/accepted any deposit from the public with the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under during the period under review.

AUDITORS

M/s Krishan K. Gupta & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual Genera) Meeting and being eligible, offer themselves for reappointment as the Auditors of the Company. You are requested to appoint auditors until the conclusion of next Annual General Meeting.

DIVIDEND

Your directors do not recommend any dividend.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF COMPANIES ACT, 1958

Pursuant to Section 217(2AA) of the Companies (Amendment Act), 2000, the Directors of your Company would like to inform the members that the Audited accounts for the financial period ended 31 st March, 2009 are in full conformity with the requirement of the Companies Act 1956. The Directors further confirm that:

i) in the preparation of the Annual Accounts, applicable accounting standards have been followed and proper explanation relating to material departures, if arty, has been given.

ii) the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year.

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

The Directors hereby wish to place their appreciation for the efficient and loyal services rendered by the staff of the Company. The Company has not paid any remuneration attracting the provisions, of the Companies (Particulars of Employees) Rules, 1975 read with section 217(2A) of the Company Act, 1956. Hence, no information is required to be appended to this regard.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, ADATATION AND INNOVATION

Since the Company does not own any manufacturing facility, the provision of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particular In the Report of Board of Directors) Rules 1988, are not applicable.

FOREIGN EXCHANGE EARNINGS & OUTGO

There is no Foreign Exchange earnings during the year however foreign Exchange Outflow during the year was Rs, 1,26,566/- under review.

CORPORATE GOVERNANCE

The Company is proactive following the principles & practices of good corporate governance. The Company has taken adequate steps to ensure that the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchanges are complied with.

A separate statement on Corporate Governance is produced as a part of the Annual Report with a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of Listing Agreement of the Stock exchanges.

ACKNOWLEDGEMENT

Your Board of Directors wishes their sincere thanks to Shareholders, Customers, Dealers, Bankers, Agencies and Business Associates who have extended their continued support.

On Behalf of the Board of Directors For Euro Finmart Limited

sd/- Ashok Kumar Maheshwari Chairman Place New Delhi

Date: 20.07.2009

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