Directors Report of Advik Capital Ltd.

Mar 31, 2025

The Directors present this 40^th Annual Report together with the Audited Statement of Accounts for the financial year ending March 31, 2025.

FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31,2025, is tabulated below:

(Amount in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Net Sales /Income from Business Operations	2306.96	1643.88	2871.57	1291.67
Other Income	58.17	7.67	58.42	853.87
Total Income	2365.13	1651.55	2929.99	2145.54
Financial Costs	1063.08	741.64	1079.62	755.27
Provision for impairment on financial Instruments	206.37	65.31	206.37	65.31
Loss in fair value Measurement	-	-	-	-
Purchase of Stock in trade	-	-	-	-
Cost of Material Consumed	-	-	12.55	104.15
Changes in Inventories and stock in trade	-	-	0.56	5.15
Employee Benefit Expense	75.52	77.50	89.49	96.06
Depreciation and Amortization Expense	75.73	39.47	80.93	52.48
Other Expenses	253.02	140.93	391.78	168.87
Total Expenses	1673.72	1064.86	1861.30	1247.28
Profit before Exceptional items	691.40	586.70	1068.69	898.26
Add: Exceptional items	-	-	-	-
Net Profit Before Tax	691.40	586.70	1068.69	898.26
Less: Current Tax	250.28	183.74	330.78	271.22
Less: Deferred Tax liability/assets)	(98.65)	(104)	(85.42)	(8.59)
Profit for the Period	539.77	403.99	823.33	635.63
Other Comprehensive Income/(loss)
(A) items that will not be re-classified to profit & loss (net of tax effect)	6.70	(77.74)	6.70	(77.74)
(B) Income Tax effect on herein above (net of tax effect)	-	-	-	-
Total other Comprehensive Income	6.70	(77.74)	6.70	(77.74)
Total Comprehensive Income/(Loss) for the period	546.47	326.25	830.03	557.89
Profit attributable to Equity Holders of the Parent	-	-	840.27	646.77
Profit attributable to Equity Holders to Non-Controlling Interest	-	-	(16.94)	(11.15)
Basic EPS	0.11	0.10	0.17	0.18

During the year under review, the Company achieved a turnover of Rs. 2,306.96 Lakhs as against Rs. 1643.88 Lakhs for previous year whereas, the profit of the Company for the period under review are Rs. 539.77 Lakhs as compared to profit of the company Rs. 403.99 Lakhs in the previous year.

On consolidated basis, the Company recorded a turnover of Rs. 2871.57 Lakhs during the financial year 2024-2025 and achieved Net Profit of Rs. 823.33 Lakhs for the said financial year.

Your Company has managed to book good number of profits during the period under review and your management is optimistic to back on track in near future and register good volumes with profitability.

BUSINESS OVERVIEW

Your Company is currently engaged in NBFC and Financial activities. The Company intends to continue focusing on NBFC activities including financing, Inter- corporate Investments & Capital Market activities. The Company continues to enhance its business operations by ensuring that our network of customers increases through our marketing efforts.

funding model to achieve optimal cost of funds while balancing liquidity and concentration risks. As our cost of borrowings is determined by our financial discipline and business performance, we intend to source funding at competitive rates. In particular, with respect to our credit business, a decrease in the cost of borrowings will enable us to price our products in a more competitive manner. We intend to further diversify and strengthen our profile, strategically adding additional funding resources.

We intend to continue to grow our loan portfolio by expanding our network through the addition of new branches. A good reach to customers is very important in our business. Increased revenue, profitability and visibility are the factors that drive the branch network. Our strategy for branch expansion includes further strengthening our presence in various parts of India by providing higher accessibility to customers.

TRANSFER TO RESERVE

Under section 45-IC (1) of Reserve Bank of India (''RBI'') Act, 1934, non-banking financial companies (''NBFCs'') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the ''Company has transferred a sum of Rs. 107.95 Lakhs to its reserve fund.

Also, the company has pursuant to Notification of Reserve Bank of India dated January 17, 2011, vide Notification no. DNBS.PD.CC. No.207/03.02.002/2010-11 for making the ''Provision of 0.25% for Standard Assets of NBFCs'', the Company has transferred a sum of Rs. 51.84 Lakhs i.e., 0.25% on the Standard Assets of the Company under the Other Non-Financial Liabilities named "Provision for Bad and Doubtful Debts".

Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

DIVIDEND

In order to conserve the resources of the Company, your directors have not recommended any dividend for the financial year under review.

SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital of the Company stood at Rs. 75,00,00,000/ divided into 75,00,00,000 fully paid-up equity shares of face value of Re. 1/- per share.

As on March 31,2025, Issued and Paid-up Share Capital of the Company stood at Rs. 60,85,20,425/ divided into 60,85,20,425 fully paid-up equity shares of face value of Re. 1/- per share.

During the year under review, pursuant to members'' approval, stock exchanges and other statutory approvals, the Company has issued certain equity shares on Right basis to its existing shareholders as detailed herein below:

Particulars	Right Issue
Date of Board Approval	March 23, 2024
Date of Members Approval	April 25, 2024
No. of shares to be issued	19,98,05,013
Right Issue Ratio	14 Equity Share for every 30 fully paid-up Equity Share(s)
Record Date	Thursday, September 12, 2024
Opening of Issue	Tuesday, September 24, 2024
Closing of Issue	Monday, October 14, 2024
Date of Allotment	October 17, 2024
No. of Fully Paid-up Shares Issued	18,03,66,825
Outstanding Fully Paid-up Equity Shares prior to the Rights Issue	42,81,53,600
Outstanding Fully Paid-up Equity Shares post to Right Issue	60,85,20,425

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

In addition to the above, the Company is registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act, 1934, the Company cannot accept deposits from public, which is complied by the Company during the Financial Year.

Further, the Directors of the company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report. However, the particulars of loans, investments and guarantees are provided in the notes to Financial Statements. SUBSIDIARY & ASSOCIATES COMPANY

During the year under review, "Advik Optoelectronics Limited" ceased to be subsidiary of the Company w.e.f. September 30, 2024. However, "Advikca Finvest Limited" continues to be a wholly owned subsidiary of your Company. Apart from this there are no other Associate or Joint Venture Company.

The Annual Report of the Subsidiary Company will be made available for inspection by the Members of the Company at the Registered Office of the Subsidiary Company and at the Registered Office of your Company between 11:00 A.M. to 1:00 P.M. on any working day.

Audited Financial Statements of the Subsidiary Companies are also available on the website of the Company and shall also be provided to the members of the Company upon receipt of written requests from them.

During the year, the Board of Directors reviewed the affairs of the subsidiary Company and pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company has been annexed to the Annual Report which reflects the performance and financial position of each of the subsidiary Company.

Further a statement containing salient features of the Financial Statements of the aforesaid Subsidiary Company has been provided in Form No. AOC-1 and included in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company occurring between the end of the Financial Year and the date of this Report.

However, major events happened between the end of the financial year to which these financial statements relate and the date of the report:

WEB ADDRESS FOR ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company under the "Investor Zone" section.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of the Directors'' Report.

CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by M/s. Shubhangi Agarwal & Associates, Practicing Company Secretaries, New Delhi is also annexed to the said report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of provisions of section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated.

For this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company. During the year under review, there has been no incidence reported which requires action by the Board or Committee.

BOARD OF DIRECTORS

The Board of Directors provides a blueprint for the success of any organization; it plans and implements various strategies to grow not only in number but in value and cater to its stakeholders.

Your Company''s Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises Seven Directors, and Company Secretary. Amongst the directors, three are Executive, and four are Non-Executive Independent Directors including two Women Independent Directors on the Board.

On the recommendation of the Nomination and Remuneration Committee the following changes took place in the composition of the Board of Directors:

Sl. No.	DIN	Name	Designation		Change
Incoming Directors
1.	10800406	Mr. Narendra Kumar Singhal	Whole-time Director and CEO		Appointment (w.e.f., December 02, 2024)
2.	08483800	Mr. Rajnish Kumar Gupta	Non-Executive, Independent Director		Appointment (w.e.f., December 31, 2024)
Outgoing Directors
1.	05357861	Mr. Karan Bagga	Whole-Time Director and CEO		Resignation (w.e.f., December 02, 2024)
2.	09270389	Mrs. Gunjan Jha	Non-Executive, Independent Director		Resignation (w.e.f., July 01, 2024)
During the financial year under review, Mr. Karan Bagga resigned from the designation of Whole-Time Director and CEO of the Company w.e.f., December 02, 2024. Subsequently Mr. Narendra Kumar Singhal was appointed as Whole-Time Director and CEO of the Company w.e.f., December 02, 2024. Mr. Rajnish Kumar Gupta appointed on designation of Non-Executive, Independent Director of the Company w.e.f., December 31,2024 and Ms. Gunjan Jha resigned from the designation of Non-Executive, Independent Director w.e.f. July 01,2024. The latest composition of Directors as on the date of report is set out in the table below:
Name of Directors				Designation
Mr. Vikas Garg				Executive Director and Promoter
Mr. Narendra Kumar Singhal				Whole-Time Director & CEO
Mr. Pankaj				Whole-time Director & CFO
Mr. Devender Kumar Garg				Non-Executive, Independent Director
Mrs. Sony Kumari				Non-Executive, Independent Director
Mrs. Swati Gupta				Non-Executive, Independent Director
Mr. Rajnish Kumar Gupta				Non-Executive, Independent Director

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test. In the opinion of the Board all Independent Directors possess a strong sense of integrity and have requisite experience (including proficiency), qualifications, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Key Managerial Personnel

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:

Name	Designation
Mr. Narendra Kumar Singhal	Whole Time Director & CEO
Mr. Pankaj	Whole-Time Director & CFO
Mrs. Nisha Mittal	Company Secretary & Compliance Officer

Notes:

1) Mr. Karan Bagga resigned as Whole-Time Director and CEO w.e.f., December 02, 2024 and Mr. Narendra Kumar Singhal was appointed on the same designation w.e.f., December 02, 2024, subject to approval of members via Postal Ballot to be concluded on July 02, 2025.

2) Ms. Deepika Mishra resigned from the position of Company Secretary and Compliance Officer w.e.f. November 04, 2024 and Mrs. Nisha Mittal was appointed as Compliance officer w.e.f. February 03, 2025 and as Company Secretary w.e.f. May 23, 2025.

PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ''in-house'' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

â¢ Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

â¢ Review of the performance of the Chairperson by the Independent Directors.

â¢ Review of Board as a whole by all the Members of the Board.

â¢ Review of all Board Committees by all the Members of the Board.

â¢ Review of Individual Directors by the rest of the Board Members except the Director being evaluated.

Results of all such above-mentioned evaluations were found satisfactory.

AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No: 003565N) were appointed as the Statutory Auditors of the Company holding office for a period of 5 consecutive years from the conclusion of the ensuing 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting which ought to be held in the year 2027.

Further, there are no qualifications, reservations, or adverse remarks in the Report issued by M/s. KSMC & Associates, Chartered Accountants, Statutory Auditors, for the year under review. Remarks made in the Report are self-explanatory and do not call for any further comments from your directors.

b) SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on March 31, 2025 from M/s. Shubhangi Agarwal & Associates, Practicing Company Secretaries, New Delhi and the same forms part of the Annual Report. The Secretarial Audit Report does contain some qualifications, reservations or adverse remarks.

c) COST AUDIT

Since the Company is engaged in the business of Non-Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company''s internal control systems and processes commensurate with scale of operations of the Business.

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trials to provide reasonable assurance as to reliable information & compliance. The Internal Audit Report submitted by the Internal Auditor, M/s. G Mansi & Associates, Chartered Accountants, for the year under review is appraised by the Audit Committee and noted by the Board.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report as ''Annexure A''.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

Further, the particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of the provisions of section 136 of the said Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further, during the year under review, the Company has neither earned nor used any foreign exchange.

MEETINGS

A) BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items on the agenda. During the financial year ended March 31,2025, seven (07) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2025.

B) DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well-qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management''s financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.

The Audit Committee met Four (4) times during the financial year. The details of meetings with attendance thereof and terms of reference of the Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders'' Relationship Committee met one (1) time during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee met Two (2) times during the financial year The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available on the Company''s website.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavors to further improve its engagement with investors/analysts by participating either in-person meetings or through the use of technology.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to the Investor Education and Protection Fund (IEPF).

DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

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

The said policy is also uploaded on the website of the Company. During the year under review, no complaint was received in this regard.

All the employees of the Company as a part of the induction were/are sensitized about the provisions of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate protection are given for them to carry out their duties without fear or favour.

Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:

Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)	Nil
Number of complaints disposed during the year; and	Nil
Number of cases pending for more than ninety days]	Nil

RISK MANAGEMENT

The Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in overseeing and approving the Company''s enterprise-wide risk management framework and overseeing all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

The internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company''s approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm''s length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures.

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2025 and of the profit and loss of the company for the said Financial Year;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, 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 frauds and other irregularities.

iv. The annual accounts of the Company have been prepared on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

The company is engaged in the business of a non-banking finance company and hasn''t availed any loans from Bank and Financial Institutions; hence, this clause is not applicable.

ACKNOWLEDGEMENT

Your directors acknowledge the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company.

The Directors also place on record the continued support of their investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come.

The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2024-25.

Mar 31, 2024

The Directors present the 39^th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2024.

FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31,2024 is tabulated below:

(Amount in Lakhs)

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Net Sales /Income from Business Operations	2745.92	34927.12	83958.99	60428.92
Other Income	4.75	7.15	846.88	7.98
Total Income	2750.67	34934.26	84805.86	60436.89
Financial Costs	741.64	277.73	755.26	297.05
Provision for impairment on financial Instruments	65.31	98.05	65.31	98.05
Loss in fair value Measurement	(2.92)	17.50	(7.00)	40.83
Purchase of Stock in trade	988.79	33066.35	83698.60	57933.47
Cost of Material Consumed	-	-	104.15	549.45
Changes in Inventories and stock in trade	111.09	(20.67)	(1056.86)	(44.76)
Employee Benefit Expense	77.50	43.85	96.06	69.36
Depreciation and Amortization Expense	39.47	7.59	52.49	24.08
Other Expenses	143.09	134.87	199.60	186.73
Total Expenses	2163.97	33625.28	83907.62	59154.26
Profit before Exceptional items	586.70	1308.99	898.25	1282.63
Add: Exceptional items	-	-	-	-
Net Profit Before Tax	586.70	1308.99	898.25	1282.63
Less: Current Tax	183.74	357.98	271.22	358.50
Less: Deferred Tax liability/(assets)	(104)	(3.60)	(8.59)	(10.75)
Profit for the Period	403.99	954.61	635.62	934.88
Other Comprehensive Income/(loss)
(A) items that will not be re-classified to profit & loss (net of tax effect)	(77.74)	(896.82)	(77.74)	(896.82)
(B) Income Tax effect on herein above (net of tax effect)		-	-	-
Total other Comprehensive Income	(77.74)	(896.82)	(77.74)	(896.82)
Total Comprehensive Income/(Loss) for the period	326.26	57.79	557.88	38.06
Profit attributable to Equity Holders of the Parent	-	-	569.02	37.78
Profit attributable to Equity Holders to Non-Controlling Interest		-	(11.15)	0.28
Basic EPS	0.10	0.03	0.20	0.42

During the year under review, the Company achieved a turnover of Rs. 2,745.92 Lakhs as against Rs. 34,927.12 Lakhs for previous year whereas, the profit of the Company for the period under review were Rs. 403.99 Lakhs as compared to profit of the company Rs. 954.61 Lakhs in the previous year.

On consolidated basis, the Company recorded a turnover of Rs. 83958.99 Lakhs during the financial year 20232024 and achieved Net Profit of Rs. 635.62 Lakhs for the said financial year.

Your Company has managed to book good number of profits during the period under review and your management is optimistic to back on track in near future and register good volumes with profitability.

BUSINESS OVERVIEW

We intend to remain diversified in our loan book by strategically focusing on adjacent high growth and profitable lending businesses and further expand our lending and other businesses. We intend to continue to focus on developing a diversified funding model to achieve optimal cost of funds while balancing liquidity and concentration risks. As our cost of borrowings is determined by our financial discipline and business performance, we intend to source funding at competitive rates. In particular, with respect to our credit business, a decrease in cost of borrowings will enable us to price our products in a more competitive manner. We intend to further diversify and strengthen our profile, strategically adding additional funding resources.

IMPACT OF CHANGE IN CONTROL AND MANAGEMENT PURSUANT TO OPEN OFFER MADE IN THE PREVIOUS FINANCIAL YEAR

In the preceding year 2022-23, the Company''s erstwhile promoters Mr. Virender Kumar Agarwal and Mr. Shakul Kumar Agarwal has entered into a Share Purchase Agreement with Mr. Vikas Garg and Mrs. Seema Garg (hereinafter referred as Acquirers) and Ms. Sukriti Garg (hereinafter referred as Person Acting in Concert), collectively known as Acquirers to sell their entire stake in Advik Capital Limited ("the Company")

Consequently, an Open Offer was made by the Acquires. Upon completion of the said open offer, our Company was acquired by Mr. Vikas Garg and Mrs. Seema Garg in the previous fiscal i.e., 2022-2023, by acquisition of total 1,73,84,000 Equity Shares and resultantly the management of your Company underwent a change.

In furtherance to change in management certain other changes took place in company''s management, situation and object clauses of the Memorandum of Association of the Company among others.

After change in the management of the Company, the promoters and the management had tried their best to continue the growth of the Company and worked upon various factors of risk that results in the favor of the Company. The experience of the professionals and the management was impactful in every aspect for the overall growth of the Company.

TRANSFER TO RESERVE

Also, the company has pursuant to Notification of Reserve Bank of India dated January 17, 2011 vide Notification no. DNBS.PD.CC. No.207/03.02.002/2010-11 for making the ''Provision of 0.25% for Standard Assets of NBFCs'', the Company has transferred a sum of Rs. 38.42 Lakhs i.e., 0.25% on the Standard Assets of the Company under the Other Non-Financial Liabilities named "Provision for Bad and Doubtful Debts".

Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

DIVIDEND

In order to conserve the resources of the Company, your directors have not recommended any dividend for the financial year under review.

SHARE CAPITAL

As on March 31, 2024, the Issued and Paid-up Share Capital of the Company stood at Rs. 42,81,53,600/-divided into 42,81,53,600 fully paid-up equity shares of face value of Rs. 1/- per share.

During the financial year 2023-24, to augment the long-term financial resources of the Company, the members by way of passing special resolution through Postal Ballot on May 18, 2023 approved the increase in Authorized Share Capital of the Company from Rs. 25,00,00,000 (Rupees Twenty-Five Crores) consisting of 25,00,00,000 (Twenty-Five Crores) Equity Shares of Rs. 1/- (Rupee One) each to Rs. 75,00,00,000 (Rupees Seventy-Five Crores) consisting of 75,00,00,000 (Seventy-Five Crores) Equity Shares of Rs.1/- (Rupee One) each.

Further, also approved the raising of funds by way of a rights issue for up to an aggregate amount of Rs. 50 Crore (Rupees Fifty Crore), in accordance with the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and other applicable laws.

The Board of Directors has passed the resolution on April 11,2023 for raising of funds by way of a rights issue for up to an aggregate amount of Rs. 50 Crore (Rupees Fifty Crore). Further, also approved by the members of the Company by passing special resolution through Postal ballot on May 18, 2023, further, the allotment has been done on October 11,2023, in accordance with the Companies Act, 2013 and the rules made thereunder.

DEPOSITS

In addition of above, the Company is registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act, 1934, the Company cannot accept deposits from public, which is compiled by the Company during the Financial Year.

Further, the Directors of the company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year and the same has been proposed and passed in the meeting of Board of Directors dated April 29, 2023.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report. However, the particulars of loans and investments are provided in the notes to Financial Statements.

Your Company has neither given the guarantee nor has provided any security during the year under review except the corporate guarantee and collateral security of Rs. 142.84 Lakhs in favour of its Subsidiary Company Advik Optoelectronics Limited for availing the bank''s credit facility.

SUBSIDIARY & ASSOCIATES COMPANY

During the year, "Advik Optoelectronics Limited" and "Advikca Finvest Limited" continues to be the subsidiary and a wholly owned subsidiary respectively, of your Company. Apart from these two there are no other Associate or Joint Venture Company.

Audited Financial Statements of the Subsidiary Companies are also available on the website of the Company at www.advikcapital.com and shall also be provided to the members of the Company upon receipt of written requests from them.

Further a statement containing salient features of the Financial Statements of the aforesaid Subsidiary Companies have been provided in Form No. AOC-1 and included in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company occurring between the end of the Financial Year and the date of this Report.

However, major events happened occurred between the end of the financial year to which these financial statements relate and the date of the report:

Right Issue of Fully Paid-Up Equity Shares

The Board of Directors has passed the resolution on March 23, 2024 for raising of funds by way of a rights issue for up to an aggregate amount of Rs. 50 Crore (Rupees Fifty Crore). Further, it was also approved by the members of the Company by passing special resolution through Postal ballot on April 25, 2024, in accordance with the Companies Act, 2013 and the rules made thereunder.

WEB ADDRESS FOR ANNUAL RETURN

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE REPORT

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

For this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company at www.advikcapital.com. During the year under review, there has been no incidence reported which requires action by the Board or Committee.

BOARD OF DIRECTORS

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Company''s Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Six Directors, and Company Secretary. Amongst the directors, three are executive, and three are Non-Executive Independent Directors including Two Women Independent Directors on the Board.

On the recommendation of Nomination and Remuneration Committee following changes took place in the composition of Board of Directors:

Sl. No.	DIN	Name	Designation	Change
Incoming	Directors
1.	05357861	Mr. Karan Bagga	Whole time Director cum CEO	Appointment (w.e.f., April 15, 2023)
2.	10140086	Mr. Pankaj	Whole time Director (Finance)	Appointment (w.e.f., June 21,2023)
	10140086	Mr. Pankaj	CFO	Appointment (w.e.f., July 01, 2023)
Outgoing Directors
1.	09651038	Mr. Ashwini Kumar	Whole-Time Director cum CFO	Resignation (w.e.f., July 01, 2023)
2.	09270389	Mrs. Gunjan Jha	Independent Director	Resignation (w.e.f., July 01, 2024)

During the financial year under review, Mr. Karan Bagga who was already appointed as an Additional Director got also appointed as Whole-Time Director cum CEO of the Company w.e.f. April 15, 2023.

Further, Mr. Pankaj, was appointed as Director in Finance w.e.f., June 21, 2023, who was further appointed as CFO w.e.f., July 01, 2023. Subsequently, Mr. Ashwini Kumar resigned from the designation of Whole-Time Director cum CFO of the Company w.e.f., July 01,2023.

After the closure of Financial Year 2023-24, Mrs. Gunjan Jha has resigned from the designation of Independent Director of the Company w.e.f., July 01, 2024.

The latest composition of Directors as on the date of report is set out in the table below:

Name of Directors	Designation
Mr. Vikas Garg	Director and Promoter
Mr. Karan Bagga	Whole-Time Director cum CEO
Mr. Pankaj	Director cum CFO
Mr. Devender Kumar Garg	Independent Director
Ms. Sony Kumari	Independent Director
Ms. Swati Gupta	Independent Director

Declarations by Independent Directors

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''MCA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013. Appointment and Resignation of Key Managerial Personnel

The Board of your Company consisted of the following Key Managerial Personnel (KMP''S) during the reporting year and thereafter up-to the date of Board Report

1. Company Secretary : Ms. Deepika Mishra

2. Whole-Time Director cum Chief Executive Officer : Mr. Karan Bagga

3. Director cum Chief Financial Officer : Mr. Pankaj

*During the financial year under review, Mr. Karan Bagga was appointed as Whole-Time Director Cum CEO w.e.f., April 15, 2023.

Further, Mr. Pankaj was appointed on the designation of Director (Finance) cum Whole-Time Director of the Company with effect from June 21, 2023.

Further, Mr. Ashwani Kumar has resigned from the designation of Whole-Time Director and CFO w.e.f. July 01, 2023 and subsequently, Mr. Pankaj, who was already holding the designation of Director (Finance) cum WholeTime Director, was appointed as Chief Financial Officer of the Company on the same date.

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (''KMP'') of the Company as on the date of this report:

Name	Designation
Mr. Karan Bagga	Whole-Time Director & CEO
Mr. Pankaj	Director & CFO
Ms. Deepika Mishra	Company Secretary & Compliance Officer

There has been no change other than above in the Directors and the Key Managerial Personnel during the financial year 2023-24.

PERFORMANCE EVALUATION OF THE BOARD

â¢ Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

â¢ Review of the performance of the Chairperson by the Independent Directors.

â¢ Review of Board as a whole by all the Members of the Board.

â¢ Review of all Board Committees by all the Members of the Board.

â¢ Review of Individual Directors by rest of the Board Members except the Director being evaluated.

Results of all such above referred evaluations were found satisfactory.

AUDITORS

a) STATUTORY AUDITORS & AUDIT REPORT

During the previous financial year 2022-23, in terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, subject to members approval, the Board of director of your company has appointed M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No: 003565N) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Garg Anil & Co. Chartered Accountants (Firm Registration No. 6308N) to hold office till the conclusion of ensuring 37th Annual General Meeting and for a period of 5 consecutive years from the conclusion of the ensuing 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting which ought to be held in the year 2027.

The appointment of M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No: 003565N) as the Statutory Auditors has been approved by way of passing an Ordinary Resolution in the 37^th Annual General Meeting.

Further, there are no qualifications, reservations, or adverse remarks in the Report issued by M/s. KSMC & Associates, Chartered Accountants, Statutory Auditors, for the year under review. Remarks made in the Report are self- explanatory and do not call for any further comments from your directors.

b) SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit

Report for the financial year ended on 31st March, 2024 from M/s. Kumar G & Co., Company Secretaries and the same forms part of the Annual Report. The Secretarial Audit Report does contain some qualifications, reservations or adverse remarks.

c) COST AUDIT

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Internal Audit Report submitted by the Internal Auditor, M/s. G Mansi & Associates, for the year under review is apprised by the Audit Committee and noted by the Board.

PARTICULARS OF EMPLOYEES

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at E-mail -[email protected].

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

MEETINGS

A) BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the agenda. During the financial year ended on March 31, 2024, ten (10) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.

B) DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Audit Committee met Four (4) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavors to further improve its engagement with investors/analysts by participating either in-person meetings or through use of technology i.e., telephone meetings.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, is applicable during the year under review, as in the preceding year 2022-23, the Company exceeds the limit of profit as per section 135 i.e., Rs. 954.61 Lakhs and as per the provision, 2% of Avg Net profit of the Preceding 3 year is calculated is Rs. 6.91 Lakhs (Actual amount 6,91,284) and the Company has spent *Rs. 12,44,500 by donation to Bharat Lok Sikhsha Parishad, Maharaja Agrasen Technical Education Society and Iskcon Temple during the financial year 2023-24.

*Due to amount spent is less than Rs. 50 Lakhs, hence the requirement for constitution of the Corporate Social Responsibility Committee is not applicable as per Rule 9 of Section 135 of Companies act, 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

The said policy is also uploaded on the website of the Company at www.advikcapital.com. During the year under review, no compliant was received in this regard.

All the employees of the Company as a part of induction were/are sensitized about the provisions of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate protection are given for them to carry out their duties without fear or favour.

RISK MANAGEMENT

Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company''s approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS. IF ANY

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.advikcapital.com. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31,2024 and of the profit and loss of the company for the Financial Year;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

Company is engaged in the business of non-banking finance company and haven''t availed any loan from Bank and Financial Institutions; hence, this clause is not applicable.

ACKNOWLEDGEMENT

Your directors acknowledge the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company.

The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come.

The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2023-24.

For and on behalf of the Board of Directors Advik Capital Limited

Pankaj Karan Bagga

CFO cum Director CEO cum Whole-Time Director _Place- _Delhi (DIN: 10140086) (DIN: 05357861)

Dated: August 30, 2024

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 30th Annual Report together with the audited statement of accounts for the year ending 31st March, 2015.

1. BACKGROUND

ADVIK INDUSTRIES LIMITED is a Company Listed on Delhi Stock Exchange and Non Deposit Accepting Non-Banking Finance Company ("NBFC"), holding a Certificate of Registration from the Reserve Bank of India ("RBI")

2. FINANCIAL RESULTS

After making usual adjustment and meeting all expenses the profit of the year is Rs. 474844.94 which is carried forward to the next year along with brought forward Profit of 512078.59. The financial results of the company for the year ended 31st March, 2015 are as follows:- (Rs. )

Sl. PARTICULARS CURRENT PREVIOUS No. YEAR YEAR

(2014-2015 (2013-14)

1. Total Income 7568882.59 28666321.50

2. Total Expenditure 7157120.65 28164978.91

3. Profit Before Tax 411761.94 501342.59

4. Income Tax -63083.00 -10736.00

5. Deferred Tax

5. Profit after Income Tax 474844.94 512078.59

6. Paid Up Share Capital 4,58,73,600.00 4,58,73,600/00

7. Reserves and Surplus 40229645.82 39754800.88

3. WORKING OF THE COMPANY

The Company engaged in Non-Banking Financial Activity. During the period under review total income of the Company was Rs. 7568882.59 as against Rs. 28666321.50 in previous year. The Company was able to earn a Net Profit after tax of Rs. 474844.94 as against Rs. 512078.59 in previous financial year. Your Directors are putting their best efforts to improve the performance of the Company.

4. CHANGE IN THE NATURE OF BUSINESS:

There were no Changes in the Nature of Business of the Company during the Financial Year.

5. LISTING INFORMATION:

During the year the Securities of the Company were listed at Delhi Stock Exchange. However, Securities and Exchange Board of India (SEBI) vide its order dated 19th November, 2014 derecognized Delhi Stock Exchange and, which had sought voluntary exit from the stock exchange activities..

Also, consequent to voluntary exit of Delhi Stock Exchange from stock exchange business, the management of the Company is now planning to get listed its shares at Bombay Stock Exchange and Company has obtained No Objection Certificate from the Delhi Stock Exchange in this regard. The Management of the Company is hopeful to get listed at Bombay Stock Exchange very soon.

6. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31st March 2015 was Rs. 4,58,73,600.00 (Four Crore Fifty Eight Lakh Seventy Three Thousand Six Hundred) and Paid-up Equity Share Capital of the Company on March 31, 2015, was Rs. 4,58,73, 600.00 (Four Crore Fifty Eight Lakh Seventy Three Thousand Six Hundred). There was no change in the Authorized or the Paid-up Capital/Subscribed Capital during FY 2014-15.

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review

c) BONUS SHARES

No Bonus Shares were issued during the year under review

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e) SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issue any Equity shares with Differential Rights.

7. DIVIDEND

Considering the present conditions of business and growth stage of Company, The Board of Directors of the company has decided not to recommend any dividend for the Financial Year 2014-15. The management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company.

8. CORPORATE GOVERNANCE

As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance in Listed entities. The Clause 49 of the listing Agreement is applicable to the Companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The Company is not Covered any of the Criterion mentioned above so it is not mandatory for the Company to Comply the Provisions of the Clause 49 of the Listing Agreement. In the preview of this Circular Company is not required to submit Corporate Governance Report. However Company will take adequate steps as and when necessary in compliance of Clause 49 on its discretion basis and annexed a Corporate Governance Report in Annexure -I

9. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure II)

10. NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board of Directors duly met 8 times dated 30-05-2014, 31-05-2014, 01-07-2014, 25-07-2014, 01-09-2014, 23-09-2014, 13-11-2014 and 11-02-2015 during the year in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The time gap between two consecutive meetings of the Board did not exceed one hundred and twenty days. The details of such meetings are given in the Corporate Governance Report annexed to this Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

i. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures.

11. 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 the end of the financial year and of the Profit and Loss of the company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the annual accounts on a Going Concern Basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ;and

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review annexed to this Directors' Report, provides a more detailed review of the operating performance. Company. However this is the requirement of Clause 49 and clause 49 is not applicable to the Company w.e.f 01.10.2014.Company has made this disclosure on its discretion as annexed in (Annexure-III).

15. DISCLOSURE BY AN INDEPENDENT DIRECTOR(S)

Mr. Deepak Sharma, Mr. Hemant Agarwal and Mr. Parveen Gupta, Independent Directors of the company have given the requisite declaration in the Board Meeting that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013.

16. AUDIT COMMITTEE AND VIGIL MECHANISM

The company has Constituted Audit Committee of the Board in accordance with the provision of Section 177 of the Companies Act, 2013. The Audit Committee comprises of the following Directors:

Mr. Hemant Agrawal CHAIRMAN

Ms. Parveen Gupta MEMBER

Mr. Virender Kumar Agarwal MEMBER

17. VIGIL MECHANISM

The Vigil Mechanism of the Company pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

18. REMUNERATION OF DIRECTORS

The Company has not given Remuneration to any Director of the Company. So there is no requirement to give Disclosure under Section 197(12) of the Companies Act 2013.

19. LOANS. GUARANTEE AND INVESTMENT

The particulars of Loans given, Investments made and Guarantee given by company under Section 186 of Companies Act, 2013 is annexed as (Annexure IV).

20. PARTICULARS OF RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all the related party transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the financial year and were also at arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated person which may have a potential conflict with the interest of Company at large.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were changes in the Directors and Key Managerial Personnel of the Company. Ms. Radhika Garg was appointed as Company Secretary and Mr. Manoj Kumar was appointed as Chief Financial Officer of the Company in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel. of the Company w.e.f 01/09/2014 and 31/03/2015 respectively, Mr. Shakul Kumar Agarwal was appointed as Whole-time Director for a period of three years w.e.f. 01/04/2015 in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel.

22. AUDITORS & AUDITORS REPORT

M/s. Garg Anil & Co., Chartered Accountants, auditors of the company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility to the effect that their re- appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

23. FIXED DEPOSITS

The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014.

24. SUBSIDIARY COMPANIES

Company have one Subsidiary Company namely Advik Optoelectronics Limited. A statement pursuant to Section 129(3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company is annexed as (Annexure- V)

The Company further undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to the shareholders of ADVIK INDUSTRIES LIMITED. Seeking such information at any point of time. The annual accounts of the subsidiary company are also available for inspection by any shareholder at the registered office of the company.

25. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

26. RISK MANAGEMENT

During the year, your Directors developed and implemented an appropriate risk management policy which contained the provisions regarding entrusted with the responsibility to assist the Board in Overseeing and approving the Company's enterprise wide risk management framework and overseeing that all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

27. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies:

* Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

* Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management Other Employees of the Company

* Evaluation of performance of the members of the Board, Key Managerial Personnel

28. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated financial statement have been prepared by the company in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements and other applicable accounting standards issued by Institute of chartered Accountant of India. The audited consolidated financial statements together with Auditor Report form part of the Annual Report.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s A.K Verma & Co, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. Pursuant to Section 204(1) of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed in MR-3 (Annexure VI).

There is two observation marked by Secretarial Auditor in his Secretarial Audit Report and the response of the management for this observation is as under

Observation Management's Response

The Company has not made some It is confirmed by the management that disclosures on its website as the required disclosure will be hosted required under Companies Act on the website very soon. 2013 and listing Agreement.

The Company has not appointed It is confirmed by the Management that Internal auditor pursuant to the the Company is in under process to requirement of section 138 of appoint Internal auditor pursuant to Companies Act, 2013, as the requirement of section 138 of by confirmed Management. the Companies Act, 2013, as confirmed by the Management.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employees has drawn remuneration in excess of the limits set out in the said rules.

31. INTERNAL AUDIT & CONTROLS

The Company is under process to engage the service of internal auditor.

32. INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

33. FORMAL ANNUAL EVALUATION OF THE BOARD

A statement indicating the performance of the Board and its committee and its individual directors is annexed as (Annexure VII).

34. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company's website.

35. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

36. ORDER OF COURT/TRIBUNAL/REGULATOR

During the year under review there was not any order passed by the regulators or courts or tribunals which was material enough to impact the going concern status and operation of the Company.

37. ACKNOWLEDGEMENT

The Board expresses their gratitude to its all stakeholder's i.e members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.

On behalf of the Board of Directors

VIRENDER KUMAR AGARWAL SHAKUL KUMAR AGARWAL Place: New Delhi Managing Director Whole-time Director Date: 11/08/2015 DIN: 00531255 DIN: 03590891 H-107, ARAVALI KUNJ, H-107, ARAVALI KUNJ PLOT NO. 44, SECTOR-13, PLOT NO. 44, SECTOR-13, ROHINI, DELHI- 110085 ROHINI, DELHI- 110085

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting the 29th Annual Report together with the audited statement of accounts for the year ending 31st March, 2014.

1. FINANCIAL RESULTS

The financial results of the company for the year ended 31st March, 2014 are as follows:- (Rs. )

SL No. PARTICULARS CURRENT PREVIOUS YEAR YEAR (2013-14) (2012 -13)

1. Total Income 28666321.50 19023292.51

2. Total Expenditure 28164978.91 18334357.31

3. Profit Before Tax 501342.59 688935.20

4. Income Tax -10736.00 325350.00

5. Profit after Income Tax 512078.59 363585.20

6. Paid Up Share Capital 4,58,73,600.00 4,58,73,600.00

7. Reserves and Surplus 39754800.88 39242722.29

As the company is under transition to contract completion method of accounting from percentage of completion method therefore, revenue and profits are relatively weak in FY 13-14. From FY 14-15 profitability should improve.

2. Year in retrospect

During the period under review total income of the Company was 2,86,66,321.50 as against Rs. 1,90,23,292.51 in previous year. The Company was able to earn a Net Profit after tax of Rs. 512078.59 as against Rs. 363585.20 in previous financial year. Your Directors are putting their best efforts to improve the performance of the Company.

3. Listing Information:

The shares of the Company are Listed on Delhi Stock Exchange. There has been no trading since last few years on the floors of the Exchange. Further the shares are held in Physical forms.

4. DIVIDEND

Considering the present conditions of business and growth stage of Company, The Board of Directors of the company has decided not to recommend any dividend for the Financial Year 2013-14. The management being optimistic about the return from business activities, has proposed to plough back divisible profit into the main activities of the Company.

5. DIRECTORS

There are Six directors on the Board of the company . Mr. Deepak kumar Sharma was appointed as Additional director of the Company on 27.12.2013 as independent cum Non-Executive Director. In view of the Companies Act, 2013 Mrs. Manju Agarwal is retiring by rotation at the ensuing Annual General Meeting of the company and are eligible for re-appointment. Further Mr. Hemat Agarwal, Mr. Deepak Kumar Sharma and Mr. Parveen Gupta are appointed as Independent Director of Company for period of Five Financial Years. The Management has also received request to change designation of Mrs. Manju Agarwal from Whole Time Director to Non-Executive Director and Mr. Shakul Kumar Agarwal from Non-Executive Director to Executive Director of Company.

6. AUDITORS

M/s. Garg Anil & Co., Chartered Accountants, Auditors of the company, retires at the conclusion of ensuing Annual General Meeting and being eligible, offer them for re-appointment. The company has received a certificate to the effect that their re-appointment, if made, will be within the prescribed limit under Section 139 (1) of the Companies Act, 2013. The Directors and the Audit Committee recommends their re-appointment.

7. SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956, read with Companies (Compliance certificate) Rules 2001, the Company has obtained the necessary Compliance certificate from M/s A. K Verma & Co., Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of the Director's report.

8. FIXED DEPOSITS

The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975.

9. SUBSIDIARY COMPANIES

There are One wholly owned subsidiary companies namely Advik Optoelectronics Ltd. However, in terms of general circular No. 2/2011 dated February 08, 2011 read with clarification in respect of above circular vide general circular No. 22/2011 dated May 02, 2011, the Board of directors of the company have consented for not attaching the annual accounts of the subsidiary companies and instead has incorporated financial information of subsidiaries in the Notes to the Consolidated Accounts prepared in compliance with the applicable accounting standards and Listing Agreement which have been duly audited by Statutory Auditors M/s. Garg Anil & Co.

The Company further undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of Advik Industries Ltd. seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on the 'Management Discussion and Analysis' which is a part of the Directors' Report.

11. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, Auditors Certificate regarding compliance of the Code of Corporate Governance is given herewith as Annexure-2.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

13. PARTICULARS OF EMPLOYEES

None of the employees of your Company is drawing remuneration exceeding limits laid dawn under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

14. DISCLOSURE UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which have affect the financial position of the company between the end of financial year and the date of this report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of annual accounts, applicable accounting standards have been followed by the Company;

(ii) Such accounting policies have been selected and consistently applied and judgments & estimates made 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, 2014 and of the profit of the company for the year ended on that date;

(iii) Proper and sufficient care has been taken 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) Annual accounts have been prepared on a going concern basis.

16. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company's website (www.advikgroup.com).

17. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

On behalf of the Board of Directors

Shakul Kumar Agarwal Virender Kumar Agarwal Place: New Delhi Director Director Date: 30th May, 2014 DIN: 03590891 DIN: 00531255

Mar 31, 2013

Dear Member,

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2013.

Financial Highlights

(Amount in Rs.)

Financial Year ended Particulars 31.03.2013 31.03.2012

Total Income 19,023,292.51 16,526,425.51

Total Expenditure 18,334,357.31 16,175,173.73

Profit before tax 688,935.20 351,251.78

Income Tax 325,330.00 115,559.00

Profit after Income Tax 363,585.20 235,692.78

Paid-up Share Capital 45,873,600.00 45,873,600.00

Reserves and Surplus 39,242,722.29 38,879,137.49 (excluding revaluation reserve)

Year in Retrospect

During the year under review total income of the Company was Rs. 19,023,292.51/- as against Rs. 16,526,425.51/- in the previous year. The Company was able to earn a net profit (after tax) for the year of Rs. 363,585.20/- as against profit of Rs. Rs. 235,692.78/- in the previous year. Your Directors are putting in their best efforts to further improve the performance of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company - 31st March, 2013 and the date of this Report.

Dividend

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

In accordance with the provisions of the Companies Act, 1956, Mr. Virender ' Kumar Agarwal and Mr. Hemant Agarwal, Directors of the Company liable to retire by rotation and being eligible offers themselves for re-appointment.

There were no changes in the Board of Directors since last AGM.

Auditors

M/s Garg Anil & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self- explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s PB & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Delhi Stock Exchange (DSE). There has been no trading at DSE for last few years. The Listing fee for the financial year 2013 - 2014 is paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance and Auditor's Certificate, are included in the Annual Report as Annexure - I

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

c. the Directors had 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; and

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from its Bankers and various Government Departments. The Board also place on record its appreciation of the devoted services of its employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Advik Industries Limited

Virender Kumar Agarwal Shakul Kumar Agarwal Date: 31st August, 2013 Director Director Place: Delhi DIN:00531255 DIN: 03590891

Mar 31, 2012

Dear Member,

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of your Company together with the Audited Annual Accounts for the financial year ended 31st March, 2012.

Financial Highlights

(Amount in Rs.)

Financial Year ended Particulars 31.03.2012 31.03.2011

Total Income 1,65,26,425.51 0.00

Total Expenditure 1,61,75,173.73 1,64,73,151.00

Profit before tax 3,51,251.78 -1,64,73,151.00

Income Tax 1,15,559.00 79,16,933.00

Profit after Income Tax 2,35,692.78 -2,43,90,084.00

Paid-up Share Capital 4,58,73,600.00 3,82,93,600.00

Reserves and Surplus 3,88,79,137.49 29,23,444.00 (excluding revaluation reserve)

Year in Retrospect

During the year under review total income of the Company was Rs. 1, 65, 26,425.51/- as against Nil in the previous year. The Company was able to earn a marginal net profit (after tax) for the year of Rs. 2,35,692.78/- as against loss of Rs. 2,43,90,084.00/-. Your Directors are putting in their best efforts to further improve the performance of the Company.

Postal Ballot

The Company has conducted postal ballot during the financial year ended 31st March 2012, the result of which was declared on 30th day of May 2011.

Pursuant to the declaration of result of Postal Ballot:

* The Company had passed Ordinary Resolution u/s 94 of the Companies Act 1956 for increasing the Authorised Share Capital of the Company from Rs. 3,85,00,000/- to Rs. 4,50,00,000/- by creating 6,50,000 Equity Shares of Rs. 10/- each.

* The Company had passed special resolution u/s 81(1A) of the Companies Act, 1956, authorizing the Board to make preferential allotment of Shares.

* The Company had passed special resolution u/s 293(1)(a) of the Companies Act, 1956, to consider sale/dispose off/ transfer the entire Water Packaging Unit of the Company as a going on concern, along with the existing assets & liabilities.

* The Company had passed Special Resolution u/s 17 of the Companies Act, 1956, for alteration of Part C of clause III of the Memorandum of Association of the Company, containing the Other Objects by incorporating the sub clauses 56 and 57 under the head Other Objects after the existing sub-clause no. 55.

* The Company had passed Special Resolution u/s 17 read with Section 149 (2A) of the Companies Act, 1956 for adoption and commencement of new business given under sub clause 56 & 57 under the Clause III of the Memorandum of Association of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company - 31st March, 2012 and the date of this Report.

Dividend

In view of marginal profits earned by the Company, your Directors regret their inability to recommend any dividend.

Public Deposits

During the year under report, your Company did not accept any deposits from the public in terms of the provisions of section 58A of the Companies Act, 1956.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

a. Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

b. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

Particulars of Employees

During the financial year under review, none of the Company's employees was in receipt of remuneration as prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and hence no particulars are required to be disclosed in this Report.

Board of Directors

In accordance with the provisions of the Companies Act, 1956, Mrs. Manju Aggarwal and Mr. Shakul Kumar Aggarwal, Directors of the Company liable to retire by rotation and being eligible offers themselves for re-appointment. Further your directors appointed Mrs. Manju Aggarwal & Mr. Shakul Kumar Aggarwal as the Whole Time Directors of the Company for a term of three years w.e.f 1st July 2012.

Your directors recommend their appointments as whole time director.

Auditors

M/s Garg Anil & Co., Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A certificate under section 224(1) of the Companies Act, 1956 regarding their eligibility for the proposed re-appointment has been obtained from them.

Your Directors recommend their re-appointment.

Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self- explanatory and do not require any further clarification.

Secretarial Compliance Certificate

In terms of the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained the necessary Compliance Certificate from M/s PB & Associates, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of this Report. Comments made in the Compliance Certificate are self-explanatory and do not require any further clarification.

Listing Information

The Shares of the Company are listed at Delhi Stock Exchange (DSE). There has been no trading at DSE for last few years. The Listing fee for the financial year 2012 - 2013 is to be paid.

Dematerialization of Shares

The Shares of the Company are not held in Dematerialized form.

Corporate Governance

To comply with the conditions of Corporate Governance, pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance and Auditor's Certificate, are included in the Annual Report as Annexure - I

Directors' Responsibility Statement

In terms of the provisions of section 217(2AA) of the Companies Act, 1956, and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon and to the best of their knowledge and belief, your Directors confirm that:

a. in preparation of the annual accounts, the applicable accounting standards had been followed;

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 as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. the Directors had 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; and

d. the Directors had prepared the Annual Accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from its Bankers and various Government Departments. The Board also place on record its appreciation of the devoted services of its employees; support and co-operation extended by the valued business associates and the continuous patronage of the customers of the Company.

For and on Behalf of the Board For Advik Industries Limited

Virendra Kumar Aggarwal Shakul Kumar Aggarwal Date: 4th September, 2012 Director Director Place: Delhi DIN:00531255 DIN: 03590891

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