Directors Report of Alphalogic Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the Fifth (05th) Annual Report of Alphalogic Industries Limited ("the
Company") along with the Audited Standalone Financial Statements for the financial year ended March 31,2025.

Alphalogic Industries Limited - Kev Performance Dashboard

Revenue EBIDTA Profit After Tax (PAT) 7000 500 300 6000 250 1 ¦ 111 ill 2022-23 2023-24 2024-25 2022-23 2023-24 2024-25 2022-23 2023-24 2024-25 Networth Earning Per Share (EPS) Borrowings 2500 3.0 400 ill III fi. 2022-23 2023-24 2024-25 2022-23 2023-24 2024-25 2022-23 2023-24 2024-25

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2024-25 is summarized:

Particulars	As on 31st	As on 31st
	March 2025	March 2024
	(in lakhs)	(in lakhs)
Revenue from Operations and Other Income	6,359.46	4,823.71
Profit/ (Loss) before depreciation and tax	404.21	322.38
Less: - Depreciation	12.14	11.00
Profit/ (Loss) Before Tax	392.07	311.38
Less: - Tax Expenses for Current Year	96.88	74.85
Less: - Deferred Tax	0.45	1.95
Less: - Excess / (Short) provision of earlier years written off	1.94	-0.34
Profit after Tax	292.80	234.92
Profit / (Loss) Carried to Balance Sheet	292.80	234.92
Earning per share (EPS) Basic	2.87	2.39
Diluted	2.87	2.39

2. OPERATIONS

During the year under review, Revenue from Operations
and Other Income of the Company stood at Rs. 6,359.46
Lacs in comparison to Rs. 4,823.71 Lacs in the previous
year, showing an increase in business activities of the
Company.

The Profit before tax has increased by Rs. 80.69 Lacs
showing Rs. 392.07 Lacs in current year, which leads to
an increase in profit after tax of Rs. 57.88 Lacs showing
Net Profit of Rs. 292.80 Lacs.

3. DIVIDEND

Your Board does not recommend any dividend for the
financial year 31st March 2025 under review and the
profit is ploughed back for the business.

4. AMOUNT TRANSFERRED TO RESERVE

The company has not transferred any amount to any
specific reserve fund during the financial year under
review.

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the
Company during the year under review.

6. DEPOSITS

The Company has not accepted any deposits from
public within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.

7. SHARE CAPITAL

• The authorized share capital of the company as on
31st March 2025 was Rs. 12,00,00,000.00 divided into

1.20.00. 000 equity shares of Rs. 10 each.

• The paid-up share capital of the company as on 31st
March 2025 was Rs. 10,18,92,000.00 divided into
1,01,89,200 equity shares of Rs. 10 each.

• During the year under review, the authorized share
capital of the company has increased from Rs.

11.00. 00.000/- divided into 1,10,00,000 equity shares
of Rs. 10 each to Rs. 12,00,00,000/- divided into

1.20.00. 000 equity shares of Rs. 10 each on 14th
February, 2025.

8. HUMAN RESOURCE & EMPLOYEE RELATIONS

Employee relations were harmonious throughout the
year. The Board wishes to place on record their sincere
appreciation to the co-operation extended by all the
employees in maintaining cordial relations.

9. CORPORATE GOVERNANCE

Since your Company''s Equity Shares are listed on the
SME Platform of BSE Limited and therefore, the
provisions of Corporate Governance provisions under
SEBI Listing Regulations are not applicable to the
Company.

10. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for
Prohibition of Insider Trading (the ''Code'') in accordance
with the requirements of the SEBI (Prohibition of Insider
Trading) Regulations, 2015, with a view to regulate
trading in securities by the Board of Directors and
Employees of the Company, their immediate relatives
and other insiders as defined in the Code. Also, during
the period of closure of the trading window, no
Employee/ Designated Person is permitted to trade with
or without pre-clearance in securities of restricted
companies as informed by the Secretarial Department,
from time to time. Timely disclosures are made to the

Stock Exchanges by the Company. No Employee/
Designated Person is permitted to communicate,
provide, or allow access to any Unpublished Price
Sensitive Information relating to Company, its securities
or any other company (listed or proposed to be listed),
to any person except where such communication is in
furtherance of legitimate purpose, Performance of
duties or discharge of legal obligations. The Company
periodically monitors and facilitates compliance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015.

11. DIRECTORS'' RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors
make the following statements in terms of Section
134(3) (c) read with Section 134(5) of the Companies
Act, 2013:

i) That in the preparation of the annual accounts for
financial year ended 31st March 2025; the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any;

ii) That the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent to give a true and fair view of the state of affairs
of the Company at the end of financial year and of the
profit and loss of the Company for that period;

iii) That the Directors have 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) That the Directors have prepared the annual accounts
on a going concern basis;

v) That the Directors have laid down internal financial
controls, which are adequate and are operating
effectively;

vi) That the Directors have devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement by Rotation

Mr. Anshu Subhash Goel, Director of the Company
retires by rotation in accordance with the provisions of
the Articles of Association of the Company and being
eligible to offer himself for re-appointment.

The Board recommends his reappointment.

b) Change in Directors during the year under review:

Mrs. Neha Anshu Goel (DIN 08290823), was appointed
as Additional Non- Executive Non-Independent Director
of the company with effect from 22nd January, 2025.
Subsequently, her appointment was regularized at the
Extra Ordinary General Meeting held on 14th February,
2025.

Mrs. Krina Gandhi (DIN: 09497322), tendered her
resignation from the Board of Directors of the Company
with effect from 22nd January, 2025.

Mrs. Gandhi continues to serve as the Chief Financial
Officer (CFO) of the Company.

Disclosures by Directors

The Directors on the Board have submitted notice of
interest under Section 184(1) i.e., in Form MBP-1 and
declaration as to compliance with the Code of Conduct
of the Company. All Independent Directors have also
given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the
Act. Details of the proposal for appointment/re-
appointment of Directors are mentioned in the Notice of
the Annual General Meeting.

13. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATES

Your Company does not have any Subsidiaries, Joint
Ventures and Associate Companies as at the end of
financial year 2024-25.

14. NUMBER OF MEETINGS OF THE BOARD

Eight Meetings of the Board of Directors were held
during the financial year 2024-25:

S. No.	Date of Meeting	Directors Present
1	06th May, 2024	6
2	22nd May, 2024	6
3	14th August, 2024	6
4	03rd September,2024	6
5	24th October, 2024	6
6	12th November, 2024	6
7	22nd January, 2025	6
8	24th January, 2025	6

The intervening gap between any two Meetings was
within the period prescribed under the Companies Act,
2013.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors
under the Companies Act, 2013; a separate meeting of
the Independent Directors of the Company was held on
January 22, 2025 to review the performance of Non¬
Independent Directors and the entire Board. The
Independent Directors also reviewed the quality,
contents and timeliness of the flow of information
between the Management and the Board and its''
Committees which is necessary to effectively and
reasonably perform and discharge their duties.

15. NUMBER OF MEETINGS OF THE SHAREHOLDERS

S. No. Type of Meeting	Date of Meeting
Annual General Meeting (AGM)	28th September
	2024
2 Extra Ordinary General	14th February 2025
Meeting (EOGM)

16. CODE OF CONDUCT

The Company has laid down a code of conduct for all
Board members and Senior Management and
Independent Directors of the Company. All the Board
members including Independent Directors and Senior
Management Personnel have affirmed compliance with
the code of conduct.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013,
the evaluation of all the directors and the Board as a
whole was conducted based on the criteria and
framework adopted by the Board. The performance
evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the
Non-Independent Directors and Board as a whole was
carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.

18. COMMITTEES OF THE BOARD

As on March 31,2025, the Board had Four committees:
the audit committee, the nomination and remuneration
committee, the stakeholders'' relationship committee
and the management committee. The committees
consist of optimum number of independent directors as
required under the Companies Act 2013 and the SEBI
(LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meetings held on May 18,
2023, constituted an Audit Committee in compliance
under Section 177 of the Companies Act, 2013, read
with rule 6 of the Companies (Meetings of Board and its
Powers) Rules, 2014, with the following members:

S. No.	DIN/ PAN	Name of the Director/KMP	Category	No. of meeti ngs
		Rohan Kishore
1	8197194	Wekhande (Independent Director) Amar Raykantiwar	Chairman	8
2	9438320	(Independent Director) Anshu SubhashGoel	Member	8
3	8290775	(Non-Executive Director)	Member	8

*Company Secretary will act as the Secretary to the
Committee.

During the year under review, eight meetings of the
Audit Committee were held on 06th May, 2024, 22nd
May, 2024, 14th August 2024, 03rd September, 2024,
24th October, 2024, 12th November 2024, 22nd
January, 2025 and 24th January 2025.

B. Composition of Nomination and Remuneration
Committee

The Board of Directors in its meetings held on May 18,
2023, constituted a Nomination and Remuneration
Committee in compliance under Section 178 of the
Companies Act, 2013, read with rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, with the
following members:

S. No.	DIN/ PAN	Name of the Director/KMP	Category	No. of meeti ngs
		Rohan Kishore
1	8197194	Wekhande (Independent Director) Amar Raykantiwar	Chairman	2
2	9438320	(Independent Director) Anshu Subhash Goel	Member	2
3	8290775	(Non-Executive Director)	Member	2

*Company Secretary will act as the Secretary to the
Committee.

During the year under review, two meetings of the
Nomination and Remuneration Committee were held on
06th May, 2024 and 24th October, 2024.

C. Composition of Stakeholders Relationship
Committee

The Board of Directors in its meetings held on May 18,
2023, constituted a Stakeholders Relationship
Committee in compliance under Section 178 of the
Companies Act, 2013, read with rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014, with the
following members:

S. No.	DIN/PAN	Name of the Director/KMP	Category	No. of meeti ngs
		Rohan Kishore
1	8197194	Wekhande (Independent Director) Amar Raykantiwar	Chairman	1
2	9438320	(Independent Director) Anshu Subhash	Member	1
3	8290775	Goel (Non¬ Executive Director)	Member	1

*Company Secretary will act as the Secretary to the
Committee.

During the year under review, one meetings of the
Stakeholders Relationship Committee were held on
22nd January, 2025.

D. Composition of Management Committee

The Board of Directors in its meetings held on
September 26, 2020, constituted a Management
Committee in compliance with the provision of Section
179 of Companies Act, 2013.

S.	DIN/PAN	Name of the		No. of
No.		Director/KMP Vedant Goel	Category	meeti ngs
1	8290832	(Managing Director) Anshu Subhash	Chairman	8
2	8290775	Goel (Non¬ Executive Director)	Member	8

During the year under review, Four meetings of the
Management Committee were held on 06th May, 2024,
22nd May, 2024, 14th August 2024, 03rd September,
2024, 24th October, 2024, 12th November 2024, 22nd
January, 2025 and 24th January 2025.

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s
policies, safeguarding of its assets, prevention and
detection of fraud, error reporting mechanisms,
accuracy and completeness of the accounting records,
and timely preparation of reliable financial disclosures.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 are given in the Notes to the Financial
Statements.

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into
during the Financial Year 2024-25 were on Arm''s Length
Basis and were in the Ordinary Course of business.
There were no materially significant Related Party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the
interest of the Company at large. Particulars of contracts
or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013, in the
prescribed Form AOC- 2, is appended as "Annexure A"
to the Board report.

21. MATERIAL CHANGES AND COMMITMENT
BETWEEN THE END OF FINANCIAL YEAR AND DATE
OF THE BOARD REPORT

There were no Material Changes and Commitment
Between the end of Financial Year and Date of the Board
Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/ OUTGO

The provisions of Section 134(3) (m) of the Companies
ACT, 2013 in respect of conservation of energy and
technology absorption do not apply to the Company.
Accordingly, these particulars have not been provided.
There was no foreign exchange inflow or outflow.

23. PARTICULARS OF THE EMPLOYEES AND
RELATED DISCLOSURES

None of the employee has received remuneration
exceeding the limit as stated in Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Disclosure
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, are
given in the "Annexure B" forming part of this report.

24. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION

The policy on Directors'' Appointment and Remuneration
including criteria for determining qualifications, positive
attributes, independence of a director and other matters
provided under sub- section (3) of Section 178 of the
Companies Act, 2013, adopted by the Board, is placed
on website of the company at
www.alphalogicindustries.com.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177(9) and Section 177(10) of the Act
the Board of Directors of the Company adopted a
Whistle Blower Policy/Vigil Mechanism inter alia to
provide a mechanism for Directors and Employees of
the Company to approach the Internal Complaint
Committee and to report instances of unethical
behavior, actual or suspected, fraud or violation of the
Company''s Code of Conduct and other genuine
concerns related to the Company and provide for
adequate safeguards against victimization of Director(s)
or employee(s) who report genuine concerns under the
mechanism.

26. ANNUAL RETURN

The Annual Return of your Company as on March 31,
2025, in the Form MGT-7 in accordance with Section
92(3) and 134(3)(9) of the Act as amended from time to
time and the Companies (Management and
Administration) Rules, 2014 available on company''s
website at www.alphalogicindustries.com.

27. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Pursuant to Regulation 34 (2) (e) read with Para B of
Schedule V of the SEBI Listing Regulations, the
Management Discussion and Analysis Report forms part
of this Report and is enclosed herewith as

"Annexure - C".

28. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from
each independent director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of
independence laid down in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) and 25 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

29. RISK MANAGEMENT POLICY

Pursuant to Section 134 (3) (n) of the Companies Act,
2013, the Board of the Company has formed a Risk
Management Policy for the Company to identify
elements of risk and monitor the Risk and establish
control.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

31. AUDITORS & AUDITORS'' REPORT

The Board has Appointed M/s. Patki & Soman, Chartered
Accountants, (FRN: 107830W) as Statutory auditor of the
company to hold office until the conclusion of 6th
Annual General Meeting (AGM) of the Company.

The Company has received a certificate of eligibility
from the statutory auditors in accordance with the
provisions of Section 141 of the Act. Further, the notes
referred to by the Auditors in their Report are self¬
explanatory and hence do not require any explanation.

32. SECRETARIAL AUDITOR AND THEIR REPORT

The Company had appointed Mrs. Anuradha Acharya,
Practicing Company Secretary, as a Secretarial Auditor of
the Company, according to the provision of section 204
of the Companies, Act 2013 read with rules for
conducting Secretarial Audit of Company. The Report of
the Secretarial Audit is annexed herewith as "Annexure
D".

33. INTERNAL AUDITOR AND THEIR REPORT

The Internal Audit function provides an independent
view to the Board of Directors, the Audit Committee and
the senior management on the quality and impact of
Internal Controls, Internal Control systems and
processes. The Company has appointed Mr. Anand
Acharya, Practicing Company Secretary, Raipur, as an

Internal Auditor of the company according to the
provision of section 138 of the Companies, Act 2013
read with rule 13 of Companies (Accounts) Rules, 2014
for conducting Internal Audit of Company for the
financial year 2024-25. The Board and Audit Committee
periodically reviews the Internal Audit Reports and the
adequacy and effectiveness of the internal controls.
Significant Audit observations, corrective and preventive
actions thereon are presented to the Board and
Committee on a quarterly basis.

34. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditors has
not reported to the Board, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the
details of which would need to be mentioned in the
Board''s report.

35. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by
the regulator or courts or tribunals impacting the going
concern status of the Company and future operations.

36. SECRETARIAL STANDARDS

The Directors state that the applicable secretarial
standards i.e., SS-1 and SS-2, relating to ''Meeting of the
Board of Directors'' and ''General Meeting'', respectively,
have been duly followed by the Company.

37. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During the year under review, the provision of section
125(2) of Companies Act, 2013 does not apply as the
company was not required to transfer any amount to the
Investor Education Protection Fund (IEPF) established by
Central Government of India.

38. DETAILS OF DIFFERENCES BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

Your company had not made any one-time settlement
with any of its lenders.

39. DETAILS OF APPLICATIONS MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE 2016:

There were no applications made during the financial
year 2024-25 by or against the company and there are
no proceedings pending under the Insolvency and
Bankruptcy Code 2016.

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

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act") the
Company as a Policy with zero tolerance for any
misconduct related to sexual harassment of women at
workplace. During the year under review, there were no
complaints received under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Details of the number of complaints received, disposed
and pending during the last three financial years
pertaining to the sexual harassment of women at
workplace are as under:

Financial	Number of	Number of	Number of
Year	complaints received	complaint s disposed	cases pending as on the end of the Financial Year
2022-23	0	0	0
2023-24	0	0	0
2024-25	0	0	0

41. COMPLIANCE ON MATERNITY BENEFIT ACT,
1961:

The Company has complied with the applicable
provisions of Maternity Benefit Act, 1961 for female
employees of the Bank with respect to leaves and
maternity benefits thereunder.

41. DISCLOSURES

Your Company has always believed in providing a safe
and harassment free workplace for every individual
working in company''s premises through various
interventions and practices. The Company always
endeavors to create and provide an environment that is
free from discrimination and harassment including
sexual harassment and for this purpose the company
has in place a robust policy, aiming to obtain the
complaints, investigate and prevent any kind of
harassment of employees at all levels. For the current
financial year end, no complaint was received by the
company.

42. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of
the employees of the Company for their stupendous
efforts as well as their collective contribution during the
year. The Directors would also like to thank the
shareholders, customers, suppliers, bankers and all
other business associates and the Government
authorities for their continuous support given to the
Company and their confidence in the management.

By order of the Board of Directors
For Alphalogic Industries Limited

Vedant Goel
Managing Director
DIN:08290832

Montubhai Gandhi
Director & CEO
DIN:07352079

Place: Pune
Date: 30.08.2025

---

Mar 31, 2024

Your Directors are pleased to present the Fourth (04th) Annual Report of Alphalogic Industries Limited (“the Company”) along with the Audited Standalone Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2023-24 is summarized:

(Rs. in Lacs)
Particulars As on As on 31st 31st March March 2024 2023
Revenue from Operations and Other Income	4,830.93	1,823.14
Profit/ (Loss) before depreciation and tax	322.38	301.63
Less: - Depreciation	11.00	8.42
Profit/ (Loss) Before Tax	311.38	293.21
Less: - Tax Expenses for Current Year	74.85	73.05
Less: - Deferred Tax	1.95	0.75
Less: - Excess / (Short) provision of earlier years written off	-0.34	-
Profit after Tax	234.92	219.41
Profit / (Loss) Carried to Balance Sheet	234.92	219.41
Earning per share (EPS)
Basic	2.39	2.51
Diluted	2.39	2.51

2. OPERATIONS

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 4,830.93 Lacs in comparison to Rs. 1,823.14 Lacs in the previous year, showing an increase in business activities of the Company.

The Profit before tax has increased by Rs. 18.17 Lacs showing Rs. 311.38 Lacs in current year, which leads to an increase in profit after tax of Rs. 15.51 Lacs showing Net Profit of Rs. 234.92 Lacs. "

3. DIVIDEND

Your Board does not recommend any dividend for the financial year 31st March 2024 under review and the profit is ploughed back for the business.

4. AMOUNT TRANSFERRED TO RESERVE

The company has not transferred any amount to any specific reserve fund during the financial year under review."

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the Company during the year under review."

6. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. SHARE CAPITAL

The authorized share capital of the company as on 31st March 2024 was Rs. 11,00,00,000.00 divided into 1,10,00,000 equity shares of Rs. 10 each.

The paid-up share capital of the company as on 31st March 2024 was Rs. 10,18,92,000.00 divided into 1,01,89,200 equity shares of Rs. 10 each.

During the year under review, the authorized share capital of the company has increased from Rs.

5.10.00. 000/- divided into 51,00,000 equity shares of Rs. 10 each to Rs. 11,00,00,000/- divided into

1.10.00. 000 equity shares of Rs. 10 each on 18th November 2023.

The Company, as per the Ordinary Resolution passed through postal ballot e-voting process issued Bonus Equity shares on 18th November 2023. Company allotted 50,94,600 Bonus Equity shares on 02nd December 2023.

The Company has made a Public Issue of 13,41,600 equity shares listed on the SME Platform of the BSE Limited.

The Company issued Bonus Equity shares on 15th May 2023. Company allotted 34,40,250 Bonus Equity shares on 18th May 2023.

7. HUMAN RESOURCE & EMPLOYEE RELATIONS

Employee relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.

8. CORPORATE GOVERNANCE

Since your Company’s Equity Shares are listed on the SME Platform of BSE Limited and therefore, the provisions of Corporate Governance provisions under SEBI Listing Regulations are not applicable to the Company.

9. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prohibition of Insider Trading (the ‘Code’) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the Board of Directors and Employees of the Company, their immediate relatives and other insiders as defined in the Code. Also, during the period of closure of the trading window, no Employee/ Designated Person is permitted to trade with or without pre-clearance in securities of restricted companies as informed by the Secretarial Department, from time to time. Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated Person is permitted to communicate, provide, or allow access to any Unpublished Price Sensitive Information relating to Company, its securities or any other company (listed or proposed to be listed), to any person except where such communication is in furtherance of legitimate purpose, Performance of duties or discharge of legal obligations. The Company periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

10. DIRECTORS’ RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the annual accounts for financial year ended 31st March 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;"

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period;"

iii) That the Directors have 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) That the Directors have prepared the annual accounts on a going concern basis;

v) That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNELa) Retirement by Rotation

Mrs. Krina Gandhi, Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible to offer herself for re-appointment."

The Board recommends her reappointment."

b) Change in DirectorsDuring the year under review:

Mr. Dhananjay Subhash Goel (DIN: 08290798), Mrs. Neha Anshu Goel (DIN: 08290823), Mr. Subhash Tarachand Goel (DIN: 08290780), Mrs. Sushiladevi Subhash Goel (DIN: 08290830) and Mrs. Vandana Sanjay Goel (DIN: 09026502) tendered their resignation from the Board of Directors of the Company with effect from 18th May 2023.

Mr. Amar Raykantiwar having DIN: 09438320 was appointed as Additional Non-Executive Independent Director of the company with effect from 18th May 2023. Subsequently, his appointment was regularized at the Annual General Meeting held on 23rd September 2023."

Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. Details of the proposal for appointment/re- appointment of Directors are mentioned in the Notice of the Annual General Meeting."

c) Appointment of Key Managerial PersonnelDuring the year under review:

- Mr. Montubhai Gandhi having PAN: A*****804G was appointed as the Chief Executive Officer of the company with effect from 18th May 2023.

- Mrs. Krina Gandhi having PAN: A*****520R was appointed as the Chief Financial Officer of the company with effect from 18th May 2023.

- Mrs. Aayushi Khandelwal having PAN: G*****972F was appointed as Company Secretary and Compliance Officer of the company with effect from 18th May 2023.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies as at the end of financial year 2023-24.

13. NUMBER OF MEETINGS OF THE BOARD

Nine Meetings of the Board of Directors were held during the financial year 2023-24:

Directors S. No. Date of Meeting Present
1	12th May, 2023	10
2	18th May, 2023	10
3	12th June, 2023	6
4	23rd June, 2023	6
5	11th July, 2023	6
6	11th August, 2023	6
7	18th October, 2023	6
8	02nd December, 2023	6
9	14th February, 2024	6

The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on February 14, 2024 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, contents and timeliness of the flow of information between the Management and the Board and its’ Committees which is necessary to effectively and reasonably perform and discharge their duties.

14. NUMBER OF MEETINGS OF THE SHAREHOLDERS

s- No-Type of Meeting Meeting
1	Resolution passed via Postal Ballot	18th November 2023
2	Annual General Meeting (AGM)	23rd September 2023
3	Extra Ordinary General Meeting (EOGM)	15th May 2023

15. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors and Board as a whole was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

17. COMMITTEES OF THE BOARD

As on March 31, 2024, the Board had Four committees: the audit committee, the nomination and remuneration committee, the stakeholders’ relationship committee and the management committee. The committees consist of optimum number of independent directors as required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

A. Composition of Audit Committee

The Board of Directors in its meetings held on May

18. 2023, constituted an Audit Committee in compliance under Section 177 of the Companies Act, 2013, read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, with the following members:

*Mrs. Neha Anshu Goel resigned from the Board of Directors and the Management Committee with effect from 18th May 2023.

During the year under review, Four meetings of the Management Committee were held on 18th May, 2023 and 11th August, 2023, 07th November, 2023 and 14th February 2024

18. INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements."

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2023-24 were on Arm’s Length Basis and were in the Ordinary Course of business. There were no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC- 2, is appended as “Annexure A” to the Board report.

21. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

There were no Material Changes and Commitment Between the end of Financial Year and Date of the Board Report.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption do not apply to the Company. Accordingly, these particulars have not been provided."

There was no foreign exchange inflow or outflow during the year under review.

23. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure 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, are given in the “Annexure B” forming part of this report.

24. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy on Directors’ Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence

of a director and other matters provided under sub- section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is placed on w e b s i t e o f t h e c o m p a n y a t www.alphalogicindustries.com.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of Section 177(9) and Section 177(10) of the Act the Board of Directors of the Company adopted a Whistle Blower Policy/Vigil Mechanism inter alia to provide a mechanism for Directors and Employees of the Company to approach the Internal Complaint Committee and to report instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct and other genuine concerns related to the Company and provide for adequate safeguards against victimization of Director(s) or employee(s) who report genuine concerns under the mechanism.

26. ANNUAL RETURN

The Annual Return of your Company as on March 31, 2024, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 available on Company’s Website at www.alphalogicindustries.com.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Para B of Schedule V of the SEBl Listing Regulations, the Management Discussion and Analysis Report forms part of this Report and is enclosed herewith as “Annexure - C”.

28. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) and 25 of SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the element of risk threatening the Company’s existence is very minimal.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

31. AUDITORS & AUDITORS’ REPORT

The Board has Appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W) as Statutory auditor of the company to hold office until the conclusion of 6th Annual General Meeting (AGM) of the Company.

The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. Further, the notes referred to by the Auditors in their Report are self-explanatory and hence do not require any explanation.

32. SECRETARIAL AUDITOR AND THEIR REPORT

The Company had appointed Mrs. Anuradha Acharya, Practicing Company Secretary, as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 read with rules for conducting Secretarial Audit of Company. The Report of the Secretarial Audit is annexed herewith as “Annexure D”.

33. INTERNAL AUDITOR AND THEIR REPORT

The Internal Audit function provides an independent view to the Board of Directors, the Audit Committee and the senior management on the quality and impact of Internal Controls, Internal Control systems and processes. The Company has appointed Mr. Anand Acharya, Practicing Company Secretary, Raipur, as an Internal Auditor of the company according to the provision of section 138 of the Companies, Act 2013 read with rule 13 of Companies (Accounts) Rules, 2014 for conducting Internal Audit of Company for the financial year 2023-24. The Board and Audit Committee periodically reviews the Internal Audit Reports and the adequacy and effectiveness of the internal controls. Significant Audit observations, corrective and preventive actions thereon are presented to the Board and Committee on a quarterly basis."

34. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditors has not reported to the Board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board’s report

35. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

36. SECRETARIAL STANDARDS

The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2, relating to ‘Meeting of the Board of Directors’ and ‘General Meeting’, respectively, have been duly followed by the Company.

37. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India."

38. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your company had not made any one-time settlement with any of its lenders.

39. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There were no applications made during the financial year 2023-24 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

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

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) the Company as a Policy with zero tolerance for any misconduct related to sexual harassment of women at workplace. During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

41. DISCLOSURES

Your Company has always believed in providing a safe and harassment free workplace for every individual working in company’s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels. For the current financial year end, no complaint was received by the company.

42. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their stupendous efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers and all other business associates and the Government authorities for their continuous support given to the Company and their confidence in the management.

---

Mar 31, 2023

We are delighted to present the Third Board Report together with the Audited Financial

Statements of the Company for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2022-23 is summarized below:

(Rs. in Lacs)

Particulars	As on 31st March 2023	As on 31st March 2022
Revenue from Operations and Other Income	1,823.14	784.33
Profit/ (Loss) before depreciation and tax	301.63	42.13
Less: - Depreciation	8.42	1.09
Profit/ (Loss) Before Tax	293.21	41.04
Less: - Tax Expenses for Current Year	73.05	10.00
Less: - Deferred Tax	0.75	0.53
Profit after Tax	219.41	30.51
Profit / (Loss) Carried to Balance Sheet	219.41	30.51
Earning per share (EPS)
Basic	111.53	28.83
Diluted	111.53	28.83

OPERATIONS

During the year under review, Revenue from Operations and Other Income of the Company
stood at Rs. 1823.14 Lacs in comparison to Rs. 784.33 Lacs in the previous year, showing
an increase in business activities of the Company.

The Profit before tax has increased by Rs. 252.17 Lacs showing Rs. 293.21 Lacs in current
year, which leads to an increase in profit after tax of Rs. 188.90 Lacs showing Net Profit of
Rs. 219.41 Lacs.

2. DIVIDEND

Due to availability of investment opportunities within the company itself and growth
forecasted in the racking industry, your board has decided not to recommend any dividend to
the shareholders, for the financial year ended 31^st March 2023.

3. AMOUNT TRANSFERRED TO RESERVE

The company has not transferred any amount to any specific reserve fund during the
financial year under review.

4. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the Company during the year under review.

5. DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
However, company has accepted unsecured Intercorporate Loan, details of which is given
hereunder:

Sr. No	Name of Company	Category	Amount as on 31.03.2023
1.	Alphalogic Techsys Limited	Company	1,21,23,160.00
	Total		1,21,23,160.00

6. SHARE CAPITAL

During the year under review, the authorized share capital of the company has increased from
Rs. 20,00,000/- divided into 2,00,000 equity shares of Rs. 10 each to Rs. 5,10,00,000/- divided
into 51,00,000 equity shares of Rs. 10 each on 21^st March 2023. The authorized share capital
of the company as on 31^st March 2023 was Rs. 5,10,00,000.00 divided into 51,00,000 equity
shares of Rs. 10 each.

The Company has made right issue of equity share capital in the ratio of 1:1 and has allotted
1,16,672 equity shares of Rs. 10 each at a premium of Rs. 105/- amounting to Rs.
1,34,17,280.00/- (post issue paid up Rs. 31,27,500/-) on 30^th March 2023. The paid-up share
capital of the company as on 31^st March 2023 was Rs. 31,27,500.00 divided into 3,12,750
equity shares of Rs. 10 each.

7. HUMAN RESOURCE & EMPLOYEE RELATIONS

Employee relations were harmonious throughout the year. The Board wishes to place on
record their sincere appreciation to the co-operation extended by all the employees in
maintaining cordial relations.

8. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure
that we achieve and retain the trust of our stakeholders at all times. Corporate governance is
about maximizing shareholder value legally, ethically and sustainably. At Alphalogic, our
Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures
seek to attain the best practices in international corporate governance. We also endeavor to
enhance long-term shareholder value and respect minority rights in all our business
decisions.

9. DIRECTORS’ RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements
in termsof Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:

i) That in the preparation of the annual accounts for financial year ended 31^st March 2023;
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;

ii) That the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and
fair view of the state of affairs of the Company at the end of financial year and of the profit
and loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets ofthe Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a going concern basis;

v) That the Directors have laid down internal financial controls, which are adequate and are
operating effectively;

vi) That the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation

Mr. Montubhai Gandhi, Director of the Company retires by rotation in accordance with the
provisions of the Articles of Association of the Company and being eligible to offer himself for
re-appointment.

The Board recommends his reappointment.

b) Change in Directors

During the year under review, Mr. Rohan Kishor Wekhande having DIN: 08197194 was
appointed as Non- Executive Independent Director of the company w.e.f. 03^rd August, 2022.

After the closure of financial year:

- Mr. Dhananjay Subhash Goel (DIN: 08290798), Mrs. Neha Anshu Goel (DIN: 08290823), Mr.
Subhash Tarachand Goel (DIN: 08290780), Mrs. Sushiladevi Subhash Goel (DIN: 08290830)
and Mrs. Vandana Sanjay Goel (DIN: 09026502) tendered their resignation from the Board
of Directors ofthe Company with effect from 18^th May 2023.

- Mr. Amar Raykantiwar having DIN: 09438320 was appointed as Additional Non-Executive
Independent Director ofthe company with effect from 18^th May 2023.

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form
MBP-1 and declaration as to compliance with the Code of Conduct of the Company. All
Independent Directors have also given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act. Details of the proposal for
appointment/re- appointment of Directors are mentioned in the Notice of the Annual General
Meeting.

c) Appointment of Key Managerial Personnel
After the closure of financial year:

- Mr. Montubhai Gandhi having PAN: ASEPG1804G was appointed as the Chief Executive
Officer of the company with effect from 18^th May 2023.

- Mrs. Krina Gandhi having PAN: AUWPG7520R was appointed as the Chief Financial Officer of
the company with effect from 18^th May 2023.

- Ms. Aayushi Khandelwal having PAN: GTZPK5972F was appointed as Company Secretary and
Compliance Officer of the company with effect from 18^th May 2023.

11. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATES

The company does not have any Subsidiary or Joint Ventures or Associate Companies in the
F.Y. 2022-23.

12. NUMBER OF MEETINGS OF THE BOARD

Nine Meetings of the Board of Directors were held during the financial year 2022-23:

S.No.	Date of Meeting	Directors Present
1	25 th April 2022	09
2	21st May 2022	09
3	27th May 2022	09
4	12th July 2022	09
5	22nd October 2022	10
6	12th November 2022	10
7	20th January 2023	10
8	24th February 2023	10
9	30th March 2023	10

The intervening gap between any two Meetings was within the period prescribed under the
Companies Act, 2013.

S.No. Type of Meeting Date of Meeting

1 Annual General Meeting (AGM) 03^rd August 2022

2 Extraordinary General Meeting (EOGM) 21^st March 2023

14. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior
Managementand Independent Directors of the Company. All the Board members including
Independent Directors and Senior Management Personnel have affirmed compliance with
the code of conduct.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the evaluation of all the directors and
the Board as a whole was conducted based on the criteria and framework adopted by the
Board. The performance evaluation of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Non-Independent Directors and Board as a
whole was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.

17. COMMITTEES OF THE BOARD

As on March 31, 2023, the Board had One committee: the Management Committee. However,
no Management Committee meeting was held during the Financial Year 2022-23.

A. Composition of Management Committee

The Board of Directors in its meetings held on September 26, 2020, constituted a Management
Committee in compliance with the provision of Section 179 of Companies Act, 2013.

S. No.	DIN/ PAN	Name of Director/ KMP	Designation	No. of Meetings Attended
1.	08290775	Mr. Anshu Goel	Director	-
2.	08290832	Mr. Vedant Goel	Managing Director/Chairperson	-
3.	08290823	Mrs. Neha Anshu Goel1	Director	-

- Under Section 177 of the Companies Act, 2013, read with rule 6 of the Companies (Meetings

of Board and its Powers) Rules, 2014, a Committee of the Board of Directors was constituted
on 18^th May 2023 called as the “Audit Committee" with the following members:

S. No.	Name of the Director	Status in Committee	Nature of Directorship
1.	Rohan Kishore Wekhande	Chairman	Independent Director
2.	Amar Raykantiwar	Member	Independent Director
3.	Anshu Goel	Member	Non-Executive Director

*Company Secretary will act as the Secretary to the Committee.

Under Section 178 of the Companies Act, 2013, read with rule 6 of the Companies (Meetings
of Board and its Powers) Rules, 2014, a Committee of the Board of Directors was constituted
on 18^th May 2023 called as the “Nomination and Remuneration Committee" with the
following members:

S. No.	Name of the Director	Status in Committee	Nature of Directorship
1.	Rohan Kishore Wekhande	Chairman	Independent Director
2.	Amar Raykantiwar	Member	Independent Director
3.	Anshu Goel	Member	Non-Executive Director

*Company Secretary will act as the Secretary to the Committee.

- Under Section 178 of the Companies Act, 2013, read with rule 6 of the Companies (Meetings
of Board and its Powers) Rules, 2014, a Committee of the Board of Directors was constituted
on 18^th May 2023 called as the “Stakeholders Relationship Committee" with the following
members:

S. No.	Name of the Director	Status in Committee	Nature of Directorship
1.	Rohan Kishore Wekhande	Chairman	Independent Director
2.	Amar Raykantiwar	Member	Independent Director
3.	Anshu Goel	Member	Non-Executive Director

*Company Secretary will act as the Secretary to the Committee.

- Mrs. Neha Anshu Goel resigned from the Board of Directors and the Management Committee
with effect from 18th May 2023. Consequently, the composition of Management Committee
with effect from 18th May 2023 is as below:

S. No.	Name of the Director	Status in Committee	Nature of Directorship
1.	VedantGoel	Chairman	Managing Director
3.	Anshu Goel	Member	Non-Executive Director

*Company Secretary will act as the Secretary to the Committee.

18. INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct
of its business, including adherence to the Company''s policies, safeguarding of its assets,
prevention and detection of fraud, error reporting mechanisms, accuracy and completeness
of the accounting records, and timely preparation of reliable financial disclosures.

19. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the Notes to the Financial Statements.

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2022-23 were
on Arm''s Length Basis and were in the Ordinary Course of business. There were no materially
significant Related Party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large. Particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-
2, is appended as "Annexure A" to the Board report.

21. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL
YEAR AND DATE OF THE BOARD REPORT

The Company made an Initial Public Issue of 13,41,600 shares of Rs. 10 each at an Issue Price
of Rs. 96 per equity share aggregating to Rs. 1287.94 lakhs. Subsequently, Equity Shares of the
Company got listed on the SME platform of BSE Limited on 14^th July 2023. Apart from the
above change, there were no Material Changes and Commitment Between the end of Financial
Year and Date of the Board Report.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEEARNINGS/ OUTGO

The provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation
of energy and technology absorption do not apply to the Company. Accordingly, these
particulars have not been provided.

There was no foreign exchange inflow or outflow during the year under review.

23. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The provisions of Section 177(9) of the Companies Act, 2013 relating to formulation of a mechanism
called “Whistle Blower/Vigil Mechanism Policy” for directors and employees is not applicable on the
Company.

25. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the element of risk threatening the
Company''s existence is very minimal.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

27. AUDITORS & AUDITORS’ REPORT

The Board has Appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W) as
Statutory auditor of the company to hold office until the conclusion of 6^th Annual General
Meeting (AGM) of the Company.

The Company has received a certificate of eligibility from the statutory auditors in accordance
with the provisions of Section 141 of the Act. Further, the notes referred to by the Auditors in
their Report are self-explanatory and hence do not require any explanation.

28. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the statutory auditors has not reported to the Board, under
Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned in the
Board''s report.

29. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals
impacting the going concern status of the Company and future operations.

30. SECRETARIAL STANDARDS

The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2, relating to
''Meeting of the Board of Directors'' and ''General Meeting'', respectively, have been duly
followed by the Company.

31. INVESTOR EDUCATION AND PROTECTION FUND flEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does
not apply as the company was not required to transfer any amount to the Investor Education
Protection Fund (IEPF) established by Central Government of India.

32. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

Your company had not made any one-time settlement with any of its lenders.

33. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016:

There were no applications made during the financial year 2022-23 by or against the company
and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

34. COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost accounts and records as specified under
section-148 of the Companies Act, 2013.

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

In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) the Company as a Policy with
zero tolerance for any misconduct related to sexual harassment of women at workplace.
During the year under review, there were no complaints received under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

36. DISCLOSURES

Your Company has always believed in providing a safe and harassment free workplace for
every individual working in company''s premises through various interventions and practices.
The Company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment and for this purpose the company
has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind
of harassment of employees at all levels. For the current financial year end, no complaint was
received by the company.

37. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for
their stupendous efforts as well as their collective contribution during the year. The
Directors would also like to thank the shareholders, customers, suppliers, bankers and all
other business associates and the Government authorities for their continuous support given
to the Company and their confidence in the management.

For and on Behalf of Board of Directors
Alphalogic Industries Limited

Date: 11-August-2023 Vedant Goel Montubhai Gandhi

Place: Pune Managing Director Director

DIN: 08290832 DIN: 07352079

1

Mrs. Neha Anshu Goel resigned from the Board of Directors and the Management Committee
with effect from 18^th May 2023.