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To,

The Members of A. K. Capital Services Limited (“the Company'')

The Directors of your Company are pleased to present the 32nd Annual Report of the Company, together with the Annual Audited Standalone and Consolidated financial statements for the Financial Year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS:

A summary of the financial performance of the Company, both on Standalone and Consolidated basis, for the Financial Year 2024-25 as compared to the previous Financial Year is given below:

Standalone Financial Statements:

(INR in Lakhs except earnings per share)

Particulars	FY 2024-25	FY 2023-24
Total income	12,724.99	12,719.95
Total expenses	8,898.25	8,687.79
Profit before tax	3,826.74	4,032.16
Tax expenses:
Current tax	505.00	775.00
Tax adjustment for earlier years	2.99	(2.99)
Deferred tax charge	33.54	80.26
Profit after tax (A)	3,285.21	3,179.89
Other comprehensive Income, net of tax
Item that will not to be reclassified to the statement of profit and loss	1.30	(37.20)
Less: Income tax expense on above	(0.32)	9.36
Other comprehensive Income for the year (B)	0.98	(27.84)
Total comprehensive Income for the year [A+B]	3,286.19	3,152.05
Earnings per equity share (face value INR 10/- per share)
Basic and Diluted (INR)	49.78	48.18
Opening balance of other comprehensive income	(650.64)	(622.80)
Add: Other comprehensive income for the year	0.98	(27.84)
Closing balance of other comprehensive income	(649.66)	(650.64)
Opening balance of retained earnings brought forward from previous year	39,718.54	37,462.65
Add: Profit for the year	3,285.21	3,179.89
Profit available for appropriation	43,003.75	40,642.54
Less: Appropriations
Dividend paid**	(2,112.00)	(924.00)
Closing balance of retained earnings	40,891.75	39,718.54

Note: Previous periods figures have been regrouped/rearranged wherever necessary.

**During the Financial Year2024-25, the Board of Directors of the Company had paid a final dividend of INR 8/- per equity share (pertaining to Financial Year ended March 31,2024) having face value of INR 10/- each. The same is approved by the shareholders of the Company in their 31st Annual General Meeting held on September21,2024. The total cash outflow of INR 528.00 Lakhs.

During the Financial Year 2024-25, the Board of Directors of the Company had paid 1st and 2nd interim dividend of INR 12/- per equity share, each, having face value of INR 10/- each for the year ended March 31,2025, at its Board meetings held on November 7,2024 and February8,2025, respectively. The total cash outflow of INR 1,584.00 Lakhs.

Consolidated Financial Statements:

(INR in Lakhs except earnings per share)

Particulars	FY 2024-25	FY 2023-24
Total income	48,410.09	51,905.09
Total expenses	37,432.32	39,628.34
Profit before tax	10,977.77	12,276.75
Tax expenses
Current tax	2,129.37	2,819.87
Tax adjustment for earlier years	4.11	(8.34)
Deferred tax charge	131.41	213.03
Profit after tax (A)	8,712.88	9,252.19
Other comprehensive income, net of tax
Item that will not to be reclassified to the statement of profit and loss	(48.31)	(56.86)
Less: Income tax expense on above	6.31	24.85
Other comprehensive Income for the year (B)	(42.00)	(32.01)
Total comprehensive income for the year [A+B]	8,670.88	9,220.18
Profit for the year attributable to:	8,712.88	9,252.19
Owners of the Company	8,472.95	9,170.70
Non-controlling interest	239.93	81.49
Other comprehensive income attributable to:	(42.00)	(32.01)
Owners of the Company	(41.81)	(31.54)
Non-controlling interest	(0.19)	(0.47)
Earnings per equity share (face value INR 10/- per share)
Basic and Diluted (INR)	128.38	138.95
Opening balance of Other comprehensive income	(2,439.63)	(2,408.09)
Less: Change in non-controlling interest	63.00	-
Add: Other comprehensive income for the year	(41.81)	(31.54)
Closing balance of other comprehensive income	(2,418.44)	(2,439.63)
Opening balance of retained earnings brought forward from previous year:	75,067.66	68,335.05
Add: Profit for the year	8,472.95	9,170.70
Profit available for appropriation	83,540.61	77,505.75
Less: Appropriations
Dividend paid	(2,112.05)	(924.00)
Change in non controlling interest	(1,266.66)	-
Dividend on CCPS	(227.57)	(230.09)
Transfer to special reserve	(1,335.11)	(1,284.00)
Closing balance of retained earnings	78,599.22	75,067.66

Note: Previous periods figures have been regrouped/rearranged wherever necessary.

2. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

A. K. Capital Services Limited is a Flagship Company of the A. K. Group, and is registered with SEBI as a Category I Merchant Banker.

On a standalone basis, your Company earned total revenue of INR 12,724.99 Lakhs during the current Financial Year under review as against INR 12,719.95 Lakhs reported in the previous Financial Year. The profit before tax is INR 3,826.74 Lakhs for the current Financial Year as against INR 4,032.16 Lakhs during the previous Financial Year. After making provision for tax, the net profit of your Company is INR 3,285.21 Lakhs for the current Financial Year as against the net profit of INR 3,179.89 Lakhs in the previous Financial Year.

The consolidated total revenue of your Company stood at INR 48,410.09 Lakhs for the current Financial Year, as against INR 51,905.09 Lakhs for the previous Financial Year. The consolidated profit before tax is INR 10,977.77 Lakhs for the current Financial Year as against INR 12,276.75 Lakhs for the previous Financial Year. After making provision for tax, the consolidated net profit of your Company is INR 8,712.88 Lakhs for the current Financial Year as against INR 9,252.19 Lakhs for the previous Financial Year.

During the year, the Company has made an application to SEBI to surrender its Investor Advisor license. In view of the same, SEBI and BSE Administration & Supervision Ltd. (BASL) have approved the application for Surrender of Certificate of Registration as Investment Adviser vide email dated July 22, 2024.

3. PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES:

As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of subsidiaries, and their contribution to the overall performance of the Company in Form AOC-1 is given at Note No. 50(b) to the Consolidated Financial Statements forming part of the Annual Report.

In accordance with provisions of Section 136 of Companies Act, 2013, the separate audited financial statements of each subsidiary company is also available on the website of your Company at https://www.akgroup.co.in/.

4. NOTES ON FINANCIAL STATEMENTS:

Standalone financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act, 2013, read with The Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

The financial statements have been prepared in accordance with the Ind AS under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values and based on the accounting principle of a going concern in accordance with Generally Accepted Accounting Principles (“GAAP”). Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. The Financial Statements are presented in Lakhs or decimal thereof.

The financial statements have been presented in accordance with Schedule III-Division III General Instructions for Preparation of financial statements of a Non-Banking Financial Company (NBFC) that is required to comply with Ind AS.

5. DIVIDEND:

The Board of Directors has declared total Interim Dividend of 240% i.e. INR 24/- per equity share on each fully paid up 66,00,000 equity shares of INR 10/- each of the Company amounting to INR 1,584 Lakhs for the Financial Year ending March 31,2025.

The Board has recommended a Final Dividend of 140% i.e. INR 14/- per equity share of INR 10/- each for Financial Year 2024-25.

The payment of the final dividend is subject to the approval of the members at the ensuing Annual General Meeting and shall be paid to those members whose names appear in the Register of Members as on Friday, August 22, 2025. The Register of Members and Share Transfer Books will remain closed from Saturday, August 23, 2025 to Saturday, August 30, 2025 (both days inclusive). The amount of final dividend on Equity Shares thereon aggregates to INR 924 Lakhs.

The total dividend (interim and final) declared/ recommended by the Board for Financial Year 2024-25, is INR 38/- per equity shares of INR 10/- each fully paid up.

6. TRANSFER TO GENERAL RESERVES:

During the year under review, the Company has not transferred any amount to the General Reserves.

7. PUBLIC DEPOSITS:

No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposit during the year under review.

8. PARTICULARS OF INVESTMENTS AND GUARANTEES BY THE COMPANY:

Particulars of Investments and Guarantees as required under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 5 & 44 of the Notes to the standalone financial statements.

9. SHARE CAPITAL AND ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors confirm that they have:

a) Followed the applicable accounting standards in preparation of the annual financial statements for the Financial Year 2024-25;

b) Have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for the Financial Year 2024-25 ended on that date;

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

d) Prepared the annual accounts on a ‘going concern basis';

e) Laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

11. INTERNAL FINANCIAL CONTROLS:

Your Company has put in place adequate internal financial controls with reference to the Financial Statements. Internal Financial Control has been assessed during the year taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India (ICAI).

M/s. JMR & Associates, Practicing Chartered Accountants Firm have assessed the Internal Financial controls on the basis of internal processes having an effect on the financial statements of the Company.

In addition, on assessing the controls of its operating processes, the Company level controls have also been assessed with respect to the existing policy and procedures of the Company. Based on the results of such assessments carried out by the management with the assistance of M/s. JMR & Associates, Practicing Chartered Accountants Firm, no reportable material weakness or significant deficiency in the design or operation of internal financial controls was observed.

Also, the statutory auditors of the Company, viz. M/s. PYS & Co., LLP, Chartered Accountants have also verified the Internal Financial Controls systems over financial reporting and have opined that such internal financial controls over financial reporting were operating effectively as at March 31,2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Annexure B to the Independent Auditor's Report provides a report on the Internal Financial Controls over the financial reporting of A. K. Capital Services Limited as of March 31,2025.

During the Financial Year under review, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls.

12. RISK MANAGEMENT:

As a diversified enterprise, your Company continues to focus on a system-based approach to business risk management. The management of risk is embedded in the corporate strategies that best match organizational capability with market opportunities, focusing on building distributed leadership and succession planning processes, nurturing specialism and enhancing organizational capabilities. Accordingly, management of risk has always been an integral part of the Company's Strategy.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems to commensurate with the nature of business and size of operations for ensuring:

i. orderly and efficient conduct of business, including adherence to Company's policies and procedures;

ii. safeguarding of all our assets against loss from unauthorized use or disposal;

iii. prevention and detection of frauds and errors;

iv. accuracy and completeness of accounting records;

v. timely preparation of reliable financial information; and

vi. compliance with applicable laws and regulations.

The policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly as well as provides for adequate checks and balances.

Adherence to these processes is ensured through frequent internal audits. The internal control system is supplemented by an extensive program of internal audit and reviews by the senior management. To ensure independence, the internal audit function has a reporting line to the Audit Committee of the Board.

The Audit Committee of the Board reviews the performance of the audit and the adequacy of internal control systems and compliance with regulatory guidelines. The Audit Committee of Board provides necessary oversight and directions to the internal audit function and periodically reviews the findings and ensures corrective measures are taken. This system enables us to achieve efficiency and effectiveness of operations, reliability and completeness of financial and management information and compliance with applicable laws and regulations.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered into by the Company during the Financial Year 2024-25 with related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year 2024-25, as envisaged in Regulation 23(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Audit Committee had given prior omnibus approval under Section 177 of the Companies Act, 2013 read with Rule 6(A) of The Companies (Meetings of Board and its Powers) Rules, 2014 read with Regulation 23(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for related party transactions that are foreseen and of repetitive nature during the period under review and the required disclosures are made to the Audit Committee and Board on quarterly basis.

The Company also secures omnibus approval from the Audit Committee for transaction up to INR 1 Crore with related party where the need for Related Party Transaction cannot be foreseen and adequate details are not available.

All related party transactions that were entered during the Financial Year ended March 31,2025 were on an arm's length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

Further pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has also obtained the prior approval of the shareholders for the material related party transactions entered into by the Company and its subsidiaries on one hand with A. K. Capital Finance Limited and A. K. Services Private Limited respectively.

The details of material related party transaction entered into by the Company during the Financial Year 2024-25 are enumerated in Form AOC-2 as annexed in Annexure - 4 under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of The Companies (Accounts) Rules, 2014. In addition to above, the disclosure of transactions with related party for the year, as per Indian Accounting Standard-24 (IND AS-24), Related Party Disclosures is given in Note No. 31 of the Notes to the Standalone Financial Statements section of the Annual Report.

The Company has in place, a Board approved Policy on Materiality and Dealing with Related Party Transactions, which is available on the website of the Company at:

https://www.akgroup.co.in/docs/Policv%20on%20materialitv%20and%20dealing%20with%20Related%20Partv%20Transactions AKCSL-08.02.2025%20FINAL.PDF

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

There was no material change and commitment affecting the financial position of your Company between the end of the Financial Year 2024-25 and the date of this report, which could have an impact on your Company's operation in the future or its status as a “Going Concern”.

16. CREDIT RATING:

Your Company has obtained ratings from CARE Ratings Limited (CARE) for the Company's Commercial Papers and from Acuite Ratings & Research Limited for long-term instruments.

Rating Agency	Rating	Instruments	Rating Action	Date
CARE Ratings Limited	CARE A1 + (A One Plus)	Commercial Paper	Reaffirmed	July 30, 2024
Acuite Ratings & Research Limited	ACUITE AA- (ACUITE Double A Minus) (Outlook: Stable)	Long Term Instruments / Bank Loan	Assigned/Reaffirmed	September 25, 2024

17. STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

STATUTORY AUDITORS

M/s. PYS & Co. LLP, Chartered Accountants (Firm Registration - 012388S/S200048), were re-appointed in the 29th Annual General Meeting of the Company held on September 17, 2022 as Statutory Auditors of the Company to hold office for a term of 5 Five years until the conclusion of the 34th Annual General Meeting to be held in 2027.

SECRETARIAL AUDITORS

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the Company at their respective meetings held on May 23, 2025, have approved & recommended for approval of Members, appointment of M/s. Ragini Chokshi & Co., Practicing Company Secretaries (Firm Registration No. P1988MH090600) as Secretarial Auditors of the Company for a first term of 5 (Five) consecutive years from the FY 2025-26 till FY 2029-30.

18. AUDITOR'S REPORT:

The Statutory Auditors' Report forms part of the Annual Report. There were no qualifications, reservations, adverse remarks or disclaimers in the Report of the Statutory Auditors of the Company.

Further, the Secretarial Auditors' Report also forms part of the Annual Report. There were no qualifications, reservations, adverse remarks or disclaimers in the Report of the Secretarial Auditors of the Company.

19. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

20. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

21. SUBSIDIARIES AND MATERIAL SUBSIDIARIES:

A. SUBSIDIARIES

As on March 31,2025, your Company has following subsidiaries:

Sr. No. Name of the subsidiaries

i. A. K. Capital Finance Limited

ii. A. K. Stockmart Private Limited

iii. A. K. Wealth Management Private Limited

iv. A. K. Capital Corporation Private Limited

v. A. K. Capital (Singapore) Pte. Ltd.

vi. Family Home Finance Private Limited (Step-down subsidiary)

vii. A. K. Alternative Asset Managers Private Limited (Step-down subsidiary)

B. MATERIAL SUBSIDIARIES:

Pursuant to the provisions of Regulation 16(1)(c )of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, including amendments thereto, the Company has two material subsidiaries namely, A. K. Capital Finance Limited and A. K. Stockmart Private Limited during the Financial Year 2024-25.

The Policy for determining the material subsidiaries has been formulated and adopted by the Board. The Policy may be accessed on the website at link:

https://www.akgroup.co.in/docs/Policv%20for%20Determining%20Material%20Subsidiaries%2008.02.2025%20Final.PDF

22. SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARIES:

All the material subsidiaries of the Company had undertaken Secretarial Audit for Financial Year 2024-25 pursuant to Section 204 of the Act and the said report forms part of such subsidiaries' respective annual reports. The Secretarial Audit Report of unlisted Material Subsidiary Company, viz. A. K. Stockmart Private Limited is attached as Annexure - 3 to this report pursuant to Regulation 24A of the Listing Regulations.

23. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

I. COMPOSITION OF THE BOARD:

As on March 31, 2025, the Board of Directors of your Company comprised of Seven Directors of which Three are Executive Directors, One Woman Non-Executive Non-Independent Director and Three are Non-Executive Independent Directors. The Chairman of the Board is Non-Executive Independent Director.

The composition of the Board is in consonance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with the applicable provisions of the Companies Act, 2013, as amended from time to time.

The details of the board composition are provided in 'Corporate Governance Report' forming part of the Annual Report.

II. RETIREMENT BY ROTATION:

In accordance with the Articles of Association of the Company and the provisions of the Section 152 of the Companies Act, 2013, Mr. Vikas Jain (DIN: 07887754), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The requisite agenda for re-appointment of Mr. Vikas Jain (DIN: 07887754) is incorporated in the notice of ensuing Annual General Meeting.

III. RE-APPOINTMENT OF INDEPENDENT DIRECTORS:

The Members of the Company at their 31st Annual General Meeting held on September 21,2024 had appointed Mr. Ashish Vyas (DIN: 10264901) as the Independent Director of the Company for a period of 3 year commencing from August 5, 2024 to August 4, 2027.

IV. APPOINTMENTS SINCE LAST ANNUAL GENERAL MEETING

Based on recommendation of the Nomination and Remuneration Committee of the Board and Board of Directors of the Company, the shareholders vide postal ballot concluded on April 10, 2025, approved the re-appointment of Mr. A. K. Mittal (DIN: 00698377) as the Managing Director of the Company with effect from April 1,2025 for a further period of 5 years i.e. upto March 31,2030 (both days inclusive), who shall be liable to retire by rotation.

V. KEY MANAGERIAL PERSONNEL:

The following persons are the Whole-time Key Managerial Personnel's of the Company as per the provisions of Section 203 of the Companies Act, 2013 as on March 31,2025:

Mr. A. K. Mittal -	Managing Director
Mr. Ashish Agarwal -	Whole-time Director
Mr. Vikas Jain* -	Whole-time Director
Mr. Mahesh Bhootra -	Chief Financial Officer
Mr. Tejas Dawda -	Company Secretary and Compliance Officer

* Re-designated as Non-Executive Director w.e.f. May23,2025.

Changes in Whole-time Key Managerial Personnel's:

Mr. Tejas Dawda tendered his resignation as Company Secretary and Compliance Officer of the Company w.e.f. July 12, 2025 and subsequently, Mr. Subodh More has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. July 12, 2025.

24. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of Independence prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they have complied with the Code of Conduct for Independent Directors as specified in Schedule IV to the Act.

Further, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) for recording their names and other requisite details in the Databank of Independent Directors maintained with IICA.

In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, Mr. Rajiv Bakshi (DIN: 00264007), Independent Director on the Board of the Company is exempted from appearing in the online proficiency self-assessment test conducted by the IICA.

Further, Mr. Vinod Kumar Kathuria (DIN: 06662559) and Mr. Ashish Vyas (DIN: 10264901) have duly cleared the online proficiency self-assessment test conducted by the IICA. The Board is of the opinion that Independent Directors of the Company hold highest standards of integrity and possess requisite qualifications, expertise & experience.

25. DECLARATION FROM DIRECTORS AND PRACTISING PROFESSIONAL:

Based on the written representations as received from the Directors of the Company, none of the Directors of the Company is disqualified to act as a director as on March 31,2025.

M/s. Ragini Chokshi & Co, Practicing Company Secretaries and Secretarial Auditor of the Company, have also certified that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of the Company by SEBI or Ministry of Corporate Affairs or any such other statutory authority. The certificate received from Secretarial Auditor to this effect forms Annexure - 6 to this Board's Report.

26. PERFORMANCE EVALUATION AND MEETING OF INDEPENDENT DIRECTORS:

With the objective of enhancing the effectiveness of the Board, the Nomination and Remuneration Committee formulated the methodology and criteria to evaluate the performance of the Board, its Committee, and each Director.

The evaluation of the performance of the Board, Committees and each Director is based on the approved criteria laid down in the Nomination and Remuneration Policy of the Company.

The Independent Directors also held a separate meeting to review the performance of the non-independent Directors, the Chairman of the Company, the overall performance of the Board along with its Committees.

The details of performance evaluation conducted during the Financial Year 2024-25 is provided in ‘Corporate Governance Report' forming part of the Annual Report.

27. MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. During the year under review, the Board met Four times. The details of the Board Meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

28. BOARD COMMITTEES:

I. MANDATORY COMMITTEES

The Board of Directors has four Mandatory Committees, viz.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee

The details of all the Mandatory Committees along with their Composition, Terms of Reference and Meetings held during the year are provided in ‘Corporate Governance Report' forming part of the Annual Report.

II. NON-MANDATORY COMMITTEES

In addition to the above referred Mandatory Committees, the Board has also formed the following Committees of the Board and delegated powers and responsibilities with respect to specific purposes:

i. Banking and Investment Committee

ii. Management Committee

Details of Non-Mandatory Committees as mentioned above along with their Composition and Terms of Reference are provided in ‘Corporate Governance Report' forming part of the Annual Report.

29. NOMINATION AND REMUNERATION POLICY:

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act is mentioned and elaborated in the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy is attached as Annexure - 1 to this Report.

30. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the requirements of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (“CSR”) Committee. The Composition and Terms of Reference of the CSR Committee is provided in the Corporate Governance Report forming part of this Annual Report.

The Company has also formulated a CSR Policy which is available on the website of the Company at https://www.akgroup.co.in/docs/C0RP0RATE%20S0CIAL%20RESP0NSIBILITY%20P0LICY-2025.pdf

The details of CSR activities undertaken during the Financial Year 2024-25 by the Company is attached as Annexure - 2 and forms an integral part of this Report.

31. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013 and the rules made thereunder and as per Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Whistle Blower Policy ('Vigil Mechanism') for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/or misconduct involving the directors and employees. The Policy may be accessed on the Company's website at the link: https://www.akgroup.co.in/docs/Vigil%20mechanism%20WhistleBlower%20policv.pdf There was no instance of any such reporting received during the year under review.

32. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace at group level and has duly constituted an Internal Complaints Committee (ICC) in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy has been widely communicated internally and is placed on the Company's website.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

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

Sr. No.	Particulars	Details
1	Sexual Harassment Complaints received	NIL
2	Sexual Harassment Complaints disposed off	NIL
3	Number of Sexual Harassment Complaints pending beyond 90 days	NIL

The Annual Report for the calendar year 2024 prepared by the Internal Complaints Committee of the Company as per the provisions of Section 21 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 was duly submitted to The District Officer-Women and Child Development located at Chembur.

33. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The Company complies with respect to the provisions of Maternity Benefit Act, 1961. Also, the company remains committed to supporting the rights and welfare of women employees in accordance with applicable labour laws.

34. MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT:

The Report on Management Discussion and Analysis for the year under review as required under Regulation 34(2) of the Listing Regulations is set out separately and forms part of this Annual Report.

A Report on Corporate Governance as stipulated under Regulations 17 to 27 and Para C, D, and E of Schedule V of the Listing Regulations, as amended from time to time, is set out separately and forms part of this Report. The Company has been in compliance with all the norms of Corporate Governance as stipulated in Regulations 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and Para C, D, and E of Schedule V of the Listing Regulations, as amended from time to time.

35. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. Ragini Chokshi & Co, Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of the Company for Financial Year ended March 31,2025. The Company provided all the reasonable assistance and essential facilities to the Secretarial Auditors for conducting their audit.

The Secretarial Audit Report is appended as Annexure - 3 to this Report.

There is no qualification, reservation, adverse remark or disclaimer made by the Auditor in their Report.

In accordance with SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Company has obtained, from the Secretarial Auditors of the Company an Annual Secretarial Compliance Report. The copy of Secretarial Compliance Certificate for the financial year ended March 31,2025 is available on the Website of the Company at the below link:

https://www.akgroup.co.in/docs/Annual%20Secretarial%20Compliance%20Report signed.pdf

There is no qualification, reservation, adverse remark or disclaimer made by the Auditor in the Secretarial Compliance Certificate.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS AND COURTS:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future during the Financial Year 2024-25.

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

The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

The Company recognizes the significance of robust IT infrastructure in the current era, where it is crucial to offer clients faster and more efficient services. Towards this end, the Company makes a sizeable investment each year to ensure adoption of best technologies that can streamline operations, brings in efficiency and enable to provide better customer service to make the Company more competitive in the market.

Your Company has no foreign exchange earnings and outgo during the Financial Year 2024-25.

38. ACHIEVEMENTS & AWARDS:

The brief details of recognition, awards and accolades are provided in the Management Discussion and Analysis Report, which forms part of this Annual Report.

39. DEPOSITORY SYSTEM:

The Equity Shares of the Company are compulsorily traded in electronic form. As on March 31,2025, out of the Company's total paid- up Equity Share Capital comprising of 66,00,000 Equity Shares, 65,86,887 Equity Shares (constituting 99.80% of the paid-up share capital) have been dematerialized.

As per SEBI notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide notification No. SEBI/LAD- NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities is not processed from April 1,2019 unless the securities are held in the dematerialised form with the depositories.

Further, with effect from January 24, 2022, transmission or transposition of securities held in physical or dematerialised form is also effected only in dematerialised form.

Therefore, Members holding securities in physical form are requested to take necessary action to dematerialize their holdings.

40. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority.

The information pertaining to unclaimed and un-encashed dividends for last seven years and the details of such members whose unclaimed dividend / shares have been transferred to IEPF Authority is also available on the Company's website www.akgroup.co.in

During the year, the Company has transferred the unclaimed and un-encashed dividends for the financial year 2016-17 of INR 2,62,266/- (Indian Rupees Two Lakhs Sixty Two Thousand Two Hundred and Sixty Six only) to IEPF Authority. Further, the unclaimed and un-encashed dividends for the financial year 2017-18 of INR 2,45,076/- (Indian Rupees Two Lakhs Forty Five Thousand and Seventy Six Only) is due for transfer to IEPF Authority in October 2025.

41. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards issued by Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) including relaxation provided therein.

42. WEBLINK OF ANNUAL RETURN:

A weblink of Annual Return for the Financial Year ended March 31,2025, in Form MGT - 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link: https://www.akgroup.co.in/docs/FORM%20MGT-7 FY%202024-25.pdf

43. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, are provided in the Annual Report and is attached as Annexure - 5 and forms an integral part of this Report.

Information as required in terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection by the Members at the Registered Office of the Company between 2 p.m. to 4 p.m. on any working day (Monday to Friday) up to the date of 32nd Annual General Meeting of the Company. Any member who is interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

Further, the following are the number of employees as on the closure of Financial Year:

Female	17
Male	71
Transgender	0
Total	88

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

As on March 31,2025, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

There is no one-time settlement done with bank or any financial institution.

46. CAUTIONARY STATEMENT:

The statement in the Directors' Report and the Management Discussion and Analysis Report describing the Company's objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. These risks and uncertainties include the effect of economic and political conditions in India, volatility in interest rates, new regulations and Government policies that may impact the Company's business as well as its ability to implement the strategy. The Company does not undertake to update these statements.

47. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep and sincere gratitude for the valuable guidance and support received from the Depository Participants, Government Authorities, Regulators, Stock Exchanges, Bankers of the Company, Auditors of the Company, Other Statutory Bodies, Clients, Consultants, Advisors, Registrar & Share Transfer Agent, Financial Institutions and Business Partners. Your Directors would also like to take this opportunity to express their gratitude to the Members of the Company for their trust and support. The Board also wishes to thank the employees of the Company and its subsidiaries at all levels for the dedicated services rendered by them. Your Directors look forward to your continuing support.

On behalf of the Board of Directors
A. K. Mittal	Ashish Agarwal
Managing Director	Whole-time Director
(DIN: 00698377)	(DIN: 08064196)
Place: Mumbai
Date: August 7, 2025