డైరెక్టర్ల నివేదిక Alka Securities Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 30^th Directors'' Report on the business and operations of Alka Securities Limited (The Company) together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended 31^st March, 2025.

1. FINANCIAL RESULT:

		(Amount in Lakhs)
Particulars	F.Y. 2024-25	F.Y.2023-24
	(In Lakhs)	(In Lakhs)
Revenue from Operations	32.39	27.48
Other Income	23.71	26.35
Total Income	56.10	53.83
Total Expenditure	55.00	52.18
Profit / (Loss) Before Tax	1.10	1.65
Less: Current Tax/Provision for Tax	0.28	0.43
Profit / (Loss)After Tax	0.82	1.22
Earnings Per Share
-Basic	0.01	0.01
-Diluted	0.01	0.01

2. PERFORMANCE HIGHLIGHTS:

During the year under review, the Company recorded a total operational income of ^32.39 Lakhs and achieved a net profit of ^1.10 Lakhs for the financial year ended March 31, 2025.

The Company remains focused on strengthening its position in the specialty segment, with particular emphasis on the embroidery business. Strategic efforts in this area are expected to yield positive results in the coming years. These initiatives are aligned with our long-term vision and are expected to accelerate business momentum and contribute to sustained growth in the future.

3. SHARE CAPITAL:

During the year under review, there was no change in the Company’s issued, subscribed and paid-up equity share capital.

As on March 31, 2025 the Authorized Share Capital of the Company stood at Rs.

20,00,00,000/- (Rupees Twenty Crores only) divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 1 /- (Rupees One Only) each and issued, subscribed and paid-up share capital of your Company stood at

Rs. 9,59,40,000/- (Rupees Nine Crores Fifty Nine Lakhs Forty Thousand Only) divided into 9,59,40,000 (Nine Crores Fifty Nine Lakhs Forty Thousand) Equity Share of Rs. 1 /- (Rupees One) each.

4. DIVIDEND:

The Board of Directors of the Company has not recommended any dividend during the year after reviewing Financial Statements of the Company.

5. RESERVE:

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the ''Reserves’ for the year ended March 31, 2025.

6. DEPOSITS:

During the year under review, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no significant changes was made in the nature of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the Year under review there were no material changes and commitments which affect the financial position of the Company. An ease of doing business can give an add on to the Company to create the sustainable growth and development.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE:

During the year under review, the Company does not have any Subsidiary, Associate and Joint Venture.

10. SECRETARIAL STANDARDS:

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on date of this Report:

DIN No./ ACS No.	Name of the Director/KMP	Designation	Date of Appointment	Date of Resignation
09022218	Mr. Sagar Ashok Rane	Independent Non- Executive Director	30/09/2021	-
00157790	Mr. Mahendra Pandey	Managing Director	19/05/2025	-
10204543	Mr. Kanwar Nitin Singh	Additional Independent NonExecutive Director	19/05/2025	-
10643307	Ms. Geetika Garg	Additional Independent NonExecutive Director	19/05/2025	-
08776329	Mr. Amit Bajaj	Additional Executive Director	19/05/2025	-
09372274	Ms.Sonal Anil Vichare	Independent Non-Executive Director	01/11/2021	19/05/2025
10427957	Mr. Rahul Lalit Kumar Sangani	Additional Independent NonExecutive Director	14/02/2024	19/05/2025
03385565	Mr. Abhay Gebilal Gandhi	Additional Independent NonExecutive Director	01/07/2023	21/09/2024
03059586	Mr. Upendra Ravidas	Additional Executive Director	07/11/2024	18/03/2025
09309402	Mr Jayesh Mehta	Additional Independent NonExecutive Director	07/11/2024	18/03/2025
03129309	Ms Bina Soti	Additional Independent NonExecutive Director	07/11/2024	18/03/2025
-	Ms. Nishi Jayantilal Jain	Company Secretary & Compliance Officer	01/02/2022	-
-	Mr. Mahendra Pandey	Whole Time Director & Chief Financial Officer	21/09/2020	-

CHANGE IN BOARD OF DIRECTORS DURING THE RELEVENT PERIOD:

i. Ms. Geetika Garg has been appointed as Additional Independent Women Director of the Company dated on 19^th May, 2025.

ii. Mr. Kanwar Nitin Singh has been appointed as Additional Independent Non -Executive Director of the Company dated on 19^th May, 2025.

iii. Mr. Amit Bajaj has been appointed as Additional Executive Director of the Company dated on 19^th May, 2025.

iv. Mr. Mahendra Pandey has been appointed as Managing Director of the Company dated on 19^th May, 2025.

v. Ms. Sonal Anil Vichare Independent Director of the Company has been resigned from the company dated on 19^th May, 2025.

vi. Mr. Abhay Gebilal Gandhi Additional Independent Non-Executive Director of the Company has been resigned from the company dated on 21^st September, 2024.

vii. Mr. Rahul Lalit Kumar Sangani Additional Independent Non-Executive Director of the Company has been resigned from the company dated on 19^th May, 2025.

viii. Mr. Upendra Ravidas has been appointed as Additional Executive Director of the Company dated on 07^th November, 2024 and has been resigned from the company dated on 18th March,2025.

ix. Mr. Jayesh Mehta has been appointed as Additional Independent Non-Executive Director of the Company dated on 07^th November, 2024 and has been resigned from the company dated on 18th March,2025.

x. Ms. Bina Soti has been appointed as Additional Independent Non-Executive Director of the Company dated on 07^th November, 2024 and has been resigned from the company dated on 18th March,2025.

CHANGE IN KEY MANAGERIAL PERSONNEL DURING THE RELEVENT PERIOD:

i. Ms. Nishi Jayantilal Jain Company Secretary and Compliance Officer of the company has been changed her name from Ms. Nishi Jain due to updation of the name on the official documents of the company dated on 19^th July, 2025.

12. DIVERSITY OF THE BOARD:

The Company believes that diversity is important to the work culture at any organization. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

All the Independent Directors of your Company have given declarations that they meet criteria of Independence as prescribed both under the Act and Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and take a view of the Company’s policies, strategy and other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

During the reporting period 6(Six) meetings of the Board of Directors were held. The dates on which the said meetings were held:

• 30th May,2024

• 14th August,202 4

• 21th September,2024

• 14th Novemeber,2024

• 3rd December,2024

• 11th February,2025

The Details of Attendance of Each Director at the Board Meetings Are as Given Below:
Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings eligible to attend		Number of Board Meetings attended
Mr. Sagar Ashok Rane	30/09/2021	-		6	6
Ms.Sonal Anil Vichare	01/11/2021	19/05/2025		6	6
Mr. Rahul Lalit Kumar Sangani	14/02/2024	19/05/2025		6	6
Mr. Abhay Gebilal Gandhi	01/07/2023 07/11/2024 07/11/2024 07/11/2024	21/09/2024 18/03/2025 18/03/2025		3	3
Mr. Upendra Ravidas				3	3
Mr Jayesh Mehta				3	3
Ms Bina Soti		18/03/2025		3	3

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

14. COMMITTEES OF BOARD''S:

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

• Audit Committee:

The Audit Committee of the Company is constituted/re-constituted in line with the provisions of Section 177 of the Companies Act, 2013.The Audit Committee is constituted in line to monitor and provide effective supervision of the management’s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity, and quality of Financial Reporting. The composition of Audit Committee as on 31st March 2025.

Sr. No.	Name of the Members	Designation	Nature of Directorship
1.	Sonal Anil Vichare	Chairman	Non-Executive Independent Director
2.	Sagar Ashok Rane	Member	Non-Executive Independent Director
3.	Lalit Kumar Sanghani	Member	Non-Executive Independent Director

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditor’s independence and performance, and effectiveness of audit process;

iii. T o examine the financial statement and the auditors’ report thereon;

iv. T o approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. T o evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Company''s financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the year, all recommendations of the audit committee were approved by the Board of Directors.

Meeting of Audit Committee

During the Financial Year under review 04 (four) meetings of the Members of Audit Committee were held.

The dates on which the said meetings were held:

• 30th May, 2024

• 14^th August, 2024

• 14^th November, 2024

• 11^th February,2025

• Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted/re-constituted in line with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per the Remuneration Policy, is also overseen by this Committee.

The composition of Nomination and Remuneration Committee as on 31st March 2025.

Sr. No	Name of the Members	Designation	Nature of Directorship
1.	Sonal Anil Vichare	Chairman	Non-Executive Independent Director
2.	Sagar Ashok Rane	Member	Non-Executive Independent Director

3.

Lalit Kumar Sanghani

Member

Non-Executive Independent Director

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To ensure that—

(a.) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

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

(d) The policy so framed by the said Committee shall be disclosed in Board’s Report to shareholders. Meeting of Nomination and Remuneration Committee:

During the Financial Year under review 02(Two) meetings of the Members of Nomination and Remuneration Committee were held.

The dates on which the said meetings were held:

• 21st September, 2024

• 07^th November, 2024

• Stakeholders Relationship Committee:

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

The composition of Stakeholder Relationship Committee as on 31st March 2025.

Sr. No.	Name of the Members	Designation	Nature of directorship
1.	Sonal Anil Vichare	Chairman	Non-Executive Independent Director
2.	Sagar Ashok Rane	Member	Non-Executive Independent Director
3.	Lalit Kumar Sanghani	Member	Non-Executive Independent Director

Meeting of Stakeholders Relationship Committee:

During the Financial Year under review 01 (One) meetings of the Members of Stakeholders Relationship Committee were held.

The dates on which the said meetings were held:

• 20^th January, 2024

SEPARATE MEETING OF INDEPENDENT DIRETORS:

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule

IV of Companies Act, 2013 on 11^th February, 2025 at Registered office of the Company at Maitri, Plot No. 10, Road No. 10, JVPD Scheme, Juhu, Mumbai, Maharashtra, 400049 to evaluate their performance.

15. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) is presented in a separate section, forming part of the Annual Report as an Annexure-A under the board report.

16. AUDITOR AND AUDITOR''S REPORT

> Statutory Auditors:

In terms of provisions of Section 139 of the Companies Act, 2013, M/S. PSV Jain & Associates (Firm Registration No. 131505W) are the Statutory Auditors of the Company. They were appointed as the Statutory Auditors of the Company in the 25 th Annual General Meeting for a period of 5 years i.e. till the conclusion of 30th Annual General Meeting to be held in the financial year 2025.

The reports of Statutory Auditors on Financial Statements for the FY 2024-25 forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors'' Reports.

> Secretarial Auditors:

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr Ankit Singhal M/s. Ankit Singhal & Associates, Company Secretaries in practice holding Membership No.41744 and COP No.21720, are the Secretarial Auditors of the Company pursuant to the provisions of Section 204 of the Companies Act, 2013.

The Report of the Secretarial Auditors (Form MR-3) for Financial Year ended on 31^st March, 2025 is being annexed to the Report as per Annexure-B under the board report.

> Internal Auditors:

M/s Vyom Advisors was appointed as Internal Auditor of the Company for the financial year 2024-2025 on August 14th, 2025 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

The Report of the Internal Auditors is reviewed by the Audit Committee.

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 31, 2024 the

applicable Indian Accounting Standards have been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a ''going concern'' basis.

v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively.

vi) Proper systems had been devised in compliance with the provision of the all-applicable laws and such systems were adequate and operating effectively.

18. EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Companies (Amendment) Act, 2017, read with Section 134(3) of the Companies Act, 2013, the Annual Return, as on March 31, 2025 under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at www.aslventure.com.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 of the companies Act 2013 Corporate Social Responsibility are not applicable for our company

In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, the above rules are not applicable to the company during the year as the company has not earned the adequate profit in this financial Year 2024-25.

20. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

21. CORPORATE GOVERNANCE:

Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate

Governance is not annexed.

22. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Board evaluated the performance of Independent Directors and Individual Directors considering various parameters such as their familiarity with the Company''s vision, policies, values, code of conduct, their attendance at Board and Committee Meetings, whether they

participate in the meetings constructively by providing inputs and provide suggestions to the Management/Board in areas of domain expertise, whether they seek clarifications by raising appropriate issues on the presentations made by the Management/reports placed before the Board, practice confidentiality, etc. It was observed that the Directors discharged their responsibilities in an effective manner. The Directors possess integrity, expertise and experience in their respective fields.

23. INDEPENDENT DIRECTORS'' DECLARATION

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act,2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of Directors

places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.

24. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134f3)fe) AND SECTION 17813!

The Company’s Policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Company’s website at www.aslventure.com

• The Objective of the Policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

25. POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES:

During the year, there is no transaction entered with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014. Therefore, there is no requirement to attached Form AOC-2 in Annexure ''II’ Related party transactions if any, are disclosed in the notes to financial statements.

27. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of

the Companies Act, 2013.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company''s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

30. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT. 2013:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency

and Bankruptcy Code, 2016 (31 of 2016).

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

During the reporting period the Company established a fully integrated, modern, and fully automatic manufacturing unit but production yet to be commenced, Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, Company makes all effort and committed to adopting best practices towards conservation of energy, protection of environment and ensuring safety.

34. RISK MANAGEMENT POLICY:

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your director’s have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures

periodically. The company’s management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

35. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE:

None of the Directors are related to each other.

37. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

38. CAUTIONARY NOTE:

The statements forming part of the Board’s Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results,

performances or achievements that may be expressed or implied by such forward looking statements.

39. STATEMENT ON OTHER COMPLIANCES:

Your director’s state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items During the reporting period:

(a.) Details relating to deposits covered under Chapter V of the Act.

(b.) Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

(c.) Issue of shares (including sweat equity shares) to employees of the Company.

40. WEBSITE OF THE COMPANY:

Your Company maintains a website www.aslventure.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

ACKNOWLEDGEMENT:

The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Company’s employees for their contribution towards the Company’s performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

---

Mar 31, 2024

Your directors have pleasure in presenting herewith the Twenty - ninth (29^th) Annual Report of the company together with Consolidated
Audited Accounts for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

Particulars	2023-24	2022-23
	Rs. Lakhs	Rs. Lakhs
Total Income	36.39	126.27
Profit/(Loss) before Depreciation	(5.03)	9.67
Less: Depreciation & Amortization	4.73	2.29
Profit/(Loss) before tax	(0.30)	7.38
Provision for tax net off Deferred Tax	0.00	0.74
Deferred tax	0.00	0.00
Profit/(Loss) after Taxation	(0.30)	6.46

Your company''s total revenue for the period came at Rs. 21.63 lakhs. Over 90% of the revenue came from Equity segment. After
a muted performance in the previous year, Indian capital markets surged on the backdrop of recovering the economy and strong
macroeconomic data which benefited the company''s financial performance as well. Slightly higher than market forecast the company
achieve in total revenue of Rs. 36.39 lakhs against 126.27 lakhs in previous year, the same effect on company''s EBITDA of Rs. (0.30)
lakhs against Rs. 7.38 Lakhs in previous year.

RISK

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in
oil prices, slowdown in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian
markets also remained volatile during the year despite policy makers continued to remain accommodative with FII favored policies.
However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater
retail participation coupled with improving global markets outlook.

Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has
made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from
creating physical assets and it was prudently decided by the management to invest in technology, investment opportunities instead
of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs
remained always under check. We have been striking balance between executing both expansion and ambitious innovation agendas
as well as managing rising costs, which is a key subject of interest for investors.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the company has not required to transfer to Investor and Education Protection fund (IEPF).

DIVIDEND

Your directors have not yet recommended any dividend for the year under review.

CAPITAL STRUCTURE

As on date the paid - up share capital of the company is 9,59,40,000/-

The details of Authorized Capital, Subscribed Capital & Paid up Capital is as under:-

Particulars	2023-24	2022-23
	Rs.	Rs.
Authorized Capital	20,00,00,000	20,00,00,000
Subscribed & Paid up Capital	9,59,40,000	9,59,40,000

DEPOSITS

The company has neither accepted nor renewed any deposit from the public within the meaning of Section 73 and 74 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year ended March 31, 2024.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE
YEAR

As on March 31,2024 your Company has 4 Directors, which includes 3 Independent Directors (IDs), 1 Executive Director (EDs). The
Key Managerial Personnel (“KMP”) of the Company includes Chief Financial Officer and Company Secretary.

There was no change in composition of Board of Directors and KMP of the Company.

Ms. Sonal Vichare, Director (DIN: 00157790), retires at this Annual General Meeting and being eligible offers himself for re¬
appointment. A brief profile of Ms. Sonal Vichare has been included in the notice convening the ensuing Annual General Meeting.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from Independent Directors under section 149(7) of the Companies Act, 2013 that
they meet the criteria of Independence laid down under Section 149(6) and as per Schedule IV of the Companies Act, 2013.

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

Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, Company should include a statement regarding opinion of the Board
with regard to integrity, expertise and experience (including the proficiency) of the independent directors

Name of the Director	Date of Appointment / Re-appointment	Integrity, expertise and Experience	Proficiency
Mr. Rahul Lalit Kumar Sanghavi	01/11/2021	Mr. Rahul Lalit Kumar Sanghavi has vast and rich experience in marketing, administration etc.	Taxation, Accounting, Finance
Mr. Sagar Ashok Rane	30/09/2021	Mr. Sagar Ashok Rane has rich experience in Logistics and Warehousing etc.	Logistics and Transportation
Mr. Abhay Gandhi	14/09/2023	Mr. Abhay Gandhi is a Chartered Accountants and he has rich experience and expertise of Accounting, Finance, Taxation etc.	Taxation, Accounting, Finance

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provision of the Companies Act, 2013 the Independent Directors held a meeting on February 14, 2024, and
they, inter alia:

i. Reviewed the performance of non-independent directors and

ii. the Board as a whole;

iii. Assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board, which
is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge
in their respective field. The Independent Directors expressed their satisfaction with overall functioning and implementations of their
suggestions.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meeting is prepared and circulated in advance to the Directors. During the year five board meetings and five audit
committee meetings were convened and held. The details of which are given as under:

Sr. No.	Date	Sr. No.	Date
	Board Meeting		Audit Committee
1	30/05/2023	1	30/05/2023
2	14/08/2023	2	14/08/2023
3	31/08/2023	3	11/11/2023
4	11/11/2023	4	14/02/2024
5	14/02/2024

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (SEBI) (listing
obligation and disclosure requirement) Regulation 2015, a structured questionnaire was prepared after taking into consideration the
various aspects of the Board''s functioning, composition of the Board and its committees, culture, execution and performance of
specific duties, obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the Independent Directors.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (SEBI) (listing obligation and
disclosure requirement) Regulation 2015, a detailed report on Corporate Governance forms a part of this Annual Report. A certificate
from Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34
of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a
separate statement which forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on matters related to business performance as stipulated in Regulation 34 of the Securities
and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a separate statement
which forms part of this Annual Report.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had prescribed the Secretarial Standards on Meetings of the Board of Directors (SS-1)
and Secretarial Standards on General Meetings (SS-2). The Company has devised proper systems to ensure compliance with its
provisions and is in compliance with the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints
related to sexual harassment had been received by the Internal Complaints Committee.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period under review, your company did not receive any such kind of order from the regulator or Courts or Tribunals.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

I. Internal Control Systems and their Adequacy

The Company has in place adequate internal controls commensurate with the size of the Company and nature of its business
and the same were operating effectively throughout the year. Internal Audit is carried out by external auditors and periodically
covers all areas of business.

The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems
and policies of the company and accounting procedures at all the locations of the company. Based on the report of the Internal
Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant
audit observations and corrective actions thereon are placed before the Audit Committee of the Board.

II. Internal Controls over Financial Reporting

The Company has in place adequate internal financial controls commensurate with size and complexity of its operations.
During the year, such controls were tested and no reportable material weakness in the design or operations were observed.
The company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and
the timely preparation of reliable financial information.

DETAILS OF JOINT VENTURE, ASSOCIATES OR SUBSIDIARY COMPANY

During the period under review, the company have one Subsidiary during the period 2023-24.

Sr. No.	Name of the Subsidiary	CIN No.
1	E&D MARKET DESK FINANCIAL SERVICES PRIVATE LIMITED	U67190MH2022PTC388594

STATUTORY AUDITORS

M/s. Dularesh K Jain & Associates, Chartered Accountants, Statutory Auditors of the Company, has their term as Statutory
Auditors at this Annual General Meeting. The Company looking after New Statutory Auditors.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section
148 of the Companies Act 2013.

REVIEW OF AUDITORS REPORT

Your directors are pleased to inform you that the Statutory Auditors of the company have not made any adverse or qualified
remarks in their audit report.

COMMITTEES

During the year, in accordance with the Companies Act, 2013 and relevant provision of SEBI (listing obligation and disclosure
requirement) Regulation 2015, the Board re-constituted some of its committees. There are currently Three Committees on our
Board which are as follows:

a. Audit Committee

b. Stakeholders'' Relationship Committee

c. Nomination and Remuneration Committee

Details of all the aforementioned committees along with their charters, composition and meetings held during the year, are
provided in the Report on Corporate Governance.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Mayur More
& Associates, Practicing Company Secretaries, is appended as Annexure - II and forms part of this report.

STATUTORY COMPLIANCE

The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement.
Compliance certificates are obtained and the Board is informed of the same.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Rule 12 of the Companies (Management and Administration) Rules, 2014
is furnished in Annexure - III and is attached to this Report.

According to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, every company shall place a copy of the annual
return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Board''s report. The
Annual Return of the Company has been placed on the website of the Company and can be accessed at www.aslventure.com/

CORPORATE SOCIAL RESPONSIBILITIES

During the year under review, provision of Corporate Social Responsibility (CSR) Rule has not applicable to your company.
GENERAL

Your director''s state that no disclosure or reporting is required in respect of the following items as there were no transactions on these
items during the year under review:

i. Details relating to deposits covered under Chapter V of the Act;

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS
referred to in this report;

iv. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries/
Associates;

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status
and Company''s operations in future.

Your director''s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, shall state that -

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the financial year end on 31^st
March, 2024 and of the profit and loss of the company for that period;

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

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

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

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

VIGIL MECHANISM POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees
to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at
www.cniglobalbiz.com under investors/policy documents/Vigil Mechanism Policy link.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the company including identification therein
of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

REMUNERATION POLICY

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

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the
course of day-to-day business operations of the company. The code laid down by the Board is known as “code of business conduct”
which forms an Appendix to the Code. The Code has been posted on the company''s website //www.aslventure.com//

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, your company doesn''t have any transaction relating to loans, guarantee or investments under section
186.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial Year with related parties were in the ordinary
course of business and on an arm''s length basis. During the year, the Company had entered into certain contract / arrangement /
transaction with related parties which could be considered as material in the opinion of the Board.

The particulars of such material Contracts or Arrangements made with related parties pursuant to Section 188 are furnished in
Annexure - IV and is attached to this report.

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

Since the company is engaged in the service industry, the company does not consume substantial energy. It is the policy of the
management to keep abreast of technological developments in the field in which the company is operating and to ensure that the
company uses the most suitable technology. During the year, the company had earned Rs. Nil (---) in the form of Royalty for sale
of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas
partners and customer directly in Indian rupees.

The report in the prescribed format is given in Annexure - I
MANAGERIAL REMUNERATION

A. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required

pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr. No.	Particulars	Mahendra Pandey
1	The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year	1:2.5
2	The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year	NA
3	The percentage increase in the median remuneration of employees in the financial year	10%
4	The number of permanent employees on the rolls of company	4
5	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	NA
6	Affirmation that the remuneration is as per the remuneration policy of the company	Remuneration is as per the Companies policy

B. Details of every employee of the company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

There are no employees drawing remuneration in excess of the limits specified in Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 further amended by Companies (Appointment
and Remuneration of Managerial Personnel) Amendment Rules, 2016. The details of the top ten employees in terms of
remuneration drawn and the name of every other employee as required pursuant to Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection during working hours at the Registered
Office of the Company during year.

C. Any director who is in receipt of any commission from the company and who is a Managing Director or Whole Time Director
of the company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such
Company subject to its disclosure by the Company in the Board''s Report.

During the period under review, None of the Directors of the Company drawing remuneration.

LISTING WITH STOCK EXCHANGES

The company confirms that it has paid the Annual Listing Fees for the year 2024-25 to BSE Limited where the company''s shares are
listed.

ACKNOWLEDGEMENTS

Your director''s take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar,
depository, exchange authorities and bankers who were instrumental in improving the operations of the company.

For Alka Securities Ltd

Nishi Jain

Company Secretary and Compliance Officer

Place: Mumbai
Date: 03/12/2024

---

Mar 31, 2014

To The Shareholders

The Directors submit their Report and the Audited Accounts of the Company for the year ended 31st March 2014.

Financial Results

Description 2013 - 2014 2012 - 2013 (in Rs. Lakhs) (in Rs.Lakhs

Profit before Depreciation and Interest (1300.25) 39.98

Provision for Depreciation 1.80 10.83

Interest 50.45 62.10

(Loss) before Tax (1352.50) (34.95)

(Loss) after TiX (1352.50) (34.95)

Balance brought forward from previous year 199.60 199.60

(Loss) carried to Balance Sheet (1152.90) 234.55

Operation Review

Due to ongoing legal issues and income tax case spending against the Company, the Income Tax Department has frozen all accounts, and therefore the company is not able to carry any business in current the financial year.

Dividend

The Board of Directors does not recommend any dividend on Equity shares for the year under consideration.

Fixed Deposit

Company has not accepted any fixed deposit from the public pursuant of section 58-A of the company act 1956.

Subsidiaries

Company has no subsidiaries as on date.

Operations

Company has not carried out any business operation during the current financial year.

Financial

Finance is the major hurdle for your company. To overcome this, company is planning to raise fund through static investor.

Outlook forthe Company

Looking the current financial and on going legal issue company is not very hopeful do achieve any major gain but company he hope full to shout out legal problem and hopefully start a fresh business in 2014-15

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange (BSE). The Company has not paid the Annual Listing Fees to the Bombay Stock Exchange for the year 2014 - 2015.

Directors

Mr. Mahendra Pandey would retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Directors'' Responsibility Statement

As specifically required under the Companies Act, 1956, your Directors state:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. that such accounting policies have been selected which have been applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year ended 31st March, 2014 and of the Profit and Loss Account for the said financial year, i.e. April 1, 2013 to March 31, 2014.

iii. That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken. That the Annual Accounts have been prepared on a going concern basis.

Auditors

M/s PSV Jain & Associates Chartered Accountant Mumbai retired at the forthcoming annual general meeting and is eligible for reappointment. Your directors propose the appointment of PSV Jain & Associate Chartered Accountant to hold the office until the conclusion of the next Annual General meeting.

Conversation of Energy Technology Absorption, Foreign Exchange Earnings & Out Go

Company takes adequate steps to avoid wasteful consumption and conservation of energy. The company does not require any technology for its existing business. There were no earning and outgo in foreign exchange.

Corporate Governance

A Report on Corporate Governance in compliance with the Bombay Stock Exchange Listing Agreement is attached and forms part of this Report.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. There is no employee whose details to be reported under this section.

Employee Stock Option Scheme

During the last years company has introduce ESOP Scheme for the allotting warrants to the employees. Under the scheme company has reserved 25lac equity shares to be issued to the employees under the scheme. During the year under consideration no option were granted.

Acknowledgements

The Directors wish to place on record their deep appreciation for the services rendered by the officers, staff and workers at all level, and their dedication and loyalty.

FOR AND ON BEHALF OF THE BOARD Place: Mumbai Mahendra Pandey Date: 30th August 2014

---

Mar 31, 2003

The Directors submit their Report and the Audited Accounts of the Company for the year ended 31st March 2003

1. FINANCIAL RESULTS

The result for the current year and those for the previous year are set out in this paragraph

2002-2003 (Amt. in Rs.) 2001-2002 (Amt. in Rs)

Profit before Depreciation and Interest 2,88,977 6,14,685

Less:- Provision for Depreciation 2,12,554 2,98,087

Interest 33,038 74,354

Profit / (Loss) before Tax 43,385 2,42,244

Provision for Tax - Current 47,000 4,000 Deferred (13,378) (16,321)

Profit / (Loss) after Tax 9,763 2,54,565

Prior Period Adjustment NIL 54,940

Balance brought forward from previous year 18,28,799 16,29,174

Profit / (Loss) carried to Balance Sheet 18,38,563 18,28,799



DIVIDEND

To conserve the resources of the Company, Directors do not recommend any dividend on Equity shares for the year under consideration.

OPERATIONS

During the year under consideration your company has managed to generate sufficient revenue to meet its operational costs. The overall business scenario during the year under consideration was not much encouraging. Stock Market remained volatile and continued its downward trend. As you are aware that presently your company is operating only in WDM segment.

BUSINESS

During the year under consideration performance of your company was satisfactory keeping in view the adverse business conditions, in view of the improvement shown by the Stock Market and general business environment, your Directors are considering the option of restarting the Stock Market operations. Also company is looking at the option of starting operations of Future & Option Segment, which will be a major activity in the stock market in times to come. Your Directors are confident that as a result of these activities performance of your company will improve.

FINANCIAL

During the year under consideration your company had repaid secured loans resulting in saving in interest cost.

OUTLOOK FOR THE COMPANY

Keeping in view the current improvement in the share market and recovery trend shown by industry in general, your Directors are confident that in coming year companys performance will improve. Your Directors are confident that starting up of Stock market Segment & Future & Option Segment will further improve the performance of the Company.

LISTING

The Equity Shares of the Company are listed on Mumbai, Ahmedabad and Baroda Stock Exchanges. The Company has paid the Annual Listing Fees Rs.15,000/- to the Mumbai Stock Exchange for the year 2002- 2003.

DIRECTORS

Mr. Ravi Pandey and Mr. Manesh Mukherjee were appointed as Additional directors of the Company during the year. By virtue of Section 260 of the Companies Act, 1956 they would cease to hold office at the ensuing Annual General Meeting and are eligible for appointment.

Mr. Anil Kumar Khaitan would retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

DIRECTORS RESPONSIBLITY STATEMENT

As specifically required under the Companies Act, 1956, your Directors state:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. that such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year ended 31st March, 2003 and of the Profit and Loss Account for the said financial year, i.e. April 1, 2002 to March 31, 2003.

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

iv. that the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance in compliance with the Mumbai Stock Exchange Listing Agreement is attached and forms part of this Report.

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

Company takes adequate steps to avoid wasteful consumption and conservation of energy. The Company does not require any technology for its existing business. There were no Earnings and Outgo in Foreign Exchange.

AUDITORS

M/s. Devendra Bhandari & Co., Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and have intimated to the Company about their desire to discontinue as the Statutory Auditors of your Company. Accordingly Your Directors recommend the name of M/s Chitlangia & Co, Chartered Accountants, who have consented to act as the Auditors of the Company, to appoint as the Auditors of the Company till the conclusion of the next Annual General Meeting.

ACKNOWLEDGEMENTS

The Directors wish to place on record their deep appreciation for the support and co-operation extended to the Company by the Financial Institutions, Bankers and employees of the Company.

FOR AND ON BEHALF OF THE BOARD

ALKA PANDEY CHAIRPERSON

Mumbai, 4th September 2003