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The Members

The Board of Directors are pleased to present the 38th Annual Report of Alphageo (India) Limited ("the Company") on business and operations along with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

The financial performance of the company for the year ended March 31, 2025, on a standalone and consolidated basis, is summarised below: (All amount in Indian C lakhs, unless otherwise stated)

On standalone basis, the operational revenue for financial year 2025 is C 9,096 lakhs, higher by 25.05 % over the previous year's 2024 revenue of C 7,274 lakhs The Equity of the Shareholders, on standalone basis, is Rs 24,365 lakhs as on March 31, 2025 compared to C 25,644 lakhs as on March 31 2024.

The company has been awarded orders worth of Rs 250.26 crores (inclusive of taxes) during the financial year 2024-25 for providing geophysical services.

Your directors are of opinion that, having sizeable executable orders on hand, the company will continue to achieve the operational and financial performance resulting in enhanced equity to the shareholders in the forthcoming financial years.

On Consolidated basis, the operational revenue for financial year 2025 is C 12,568 lakhs higher by 27.37 % over the previous year's 2024 revenue of C 9,867 lakhs During the financial year 2024-25, Alphageo offshore Services Private Limited, the subsidiary and joint venture company has been awarded order worth of C 46.04 crores (inclusive of taxes) for providing geophysical services.

The Equity of the Shareholders, on consolidated basis, is Rs 26,846 lakhs as on March 31, 2025 compared from C 27,882 lakhs as on March 31, 2024.

The paid-up equity shares capital of the company as on March 31, 2025 is C 636.48 lakhs comprising of 63,64,767 equity shares of C 10 each. During the year under review, the company has not issued or allotted any shares of the company. The company does not have any outstanding warrants or any convertible instruments as on March 31, 2025.

The company has not transferred/ appropriated any amount to the general reserve during the year ended March 31, 2025.

The Board considering the financial position for the year under review, has recommended a final dividend of C 8 per equity share of C 10/- each for the year ended March 31, 2025, subject to the approval of the members at the ensuing 38th Annual General Meeting.

There has been no material change and commitment, affecting the financial performance of the company from the end of the financial year to the date of this report.

The company continues to be in the business of providing geophysical data acquisition, processing and interpretation services and there has been no change in the nature of business of the company or any of its subsidiaries during the year under review.

The Alphageo International Limited is 100% owned foreign subsidiary, incorporated in Jebel Ali free zone area in Dubai. Pursuant to regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Alphageo International Limited, Dubai is a material subsidiary as on March 31, 2025.

Alphageo Offshore Services Private Limited (AOSPL) is an Indian subsidiary and Joint venture Company engaged in seismic surveys, data acquisition and other Geophysical activities. During the year in review, AOSPL became a material subsidiary of the company according to regulations 16 and 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 2024-25, AOSPL has been awarded a Contract from Oil India Limited, Odisha, for 3D Seismic Data Acquisition in Odisha for a Contract Value of C 46.04 Crores (inclusive of taxes). The company has completed the contract within the agreed timelines.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of the subsidiary Companies/associate company are given in Form AOC-1 as Annexure-I to this report.

In compliance with section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available on the website of the Company and will be made available upon the request by any member of the Company.

The company has adopted a policy for determining "Material Subsidiary" in terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which can be viewed on the Company's website at http:// www.alphageoindia.com/Policies.htm.

The consolidated financial statements includes financial statements of the company , its subsidiaries and associate company of the Indian subsidiary company for the financial year ended March 31, 2025, prepared in compliance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, Section 129(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Auditors' Report thereon form part of the Annual Report.

The company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and any other deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

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

Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules') as amended thereof; mandates the companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

The details of the unclaimed dividend lying with the Company are available on the website of the Company at the web link: http://alphageoindia. com/Unclaimed%20Dividends.htm.

Pursuant to the provisions of section 124 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (‘the Rules'), dividends which remain unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account are required to be transferred by the company to Investor Education and Protection Fund ("IEPF") established by the Central Government of India under the provisions of section 125 of the Companies Act, 2013.

Unclaimed dividend for financial year 2016-17 amounting to C 6.21 lakhs were transferred to Investor Education & Protection Fund of the Central Government in compliance with the section 124 of the Companies Act, 2013.

Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended thereof; mandates transfer of underlying shares in respect of which_ dividend has not been paid or claimed for seven consecutive years or more_in the name of Investor Education and Protection Fund. As per the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016, as amended company has issued individual notice through registered post to all shareholders whose dividends were lying unclaimed for consecutive seven years and a public notice in this respect has been given in English and vernacular newspapers and details of such shareholders were uploaded on the company's website.

The details of shares transferred to IEPF during the previous years are displayed on the website of the Company. The shareholders whose shares have been transferred to the IEPF Authority can claim their shares from the Authority by following the refund procedure as detailed on the website of IEPF Authority http://iepf.gov.in/IEPF/corporates.html.

In pursuance of the provisions of section 139 and other applicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended thereof; M/s Majeti & Co. Chartered Accountants, Hyderabad reappointed as the statutory auditors of the company for a term of 5 (five) consecutive years from the conclusion of 35th annual general meeting till the conclusion of 40th annual general meeting of the company. The auditors have confirmed their eligibility and qualification required under the Act for holding the office as statutory auditors of the company.

Audit report on financial statements:

The auditor's report to the shareholders on the financial statement of the company for the financial year ended on March 31, 2025 does not contain any qualification, reservation, or adverse remark.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules thereunder, M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad were appointed to conduct the secretarial audit of the company for the financial year 2024-25. The secretarial auditors have issued unmodified report for the year ended March 31, 2025. The report issued by them is appended as Annexure–II to this report.

M/s. D. Hanumanta Raju & Co., Practicing Company Secretaries, Hyderabad were appointed to conduct the secretarial audit of the Alphageo offshore services private limited, material subsidiary of the company for the financial year 2024-25. Pursuant to regulation 24 A of SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015, secretarial auditors have submitted their report for material subsidiary. The report issued by them is appended as Annexure -III to this report.

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

As on March 31, 2025, the Company has six directors comprising of three executive

Directors and three non-executive independent directors.

Members at their 37^th Annual General Meeting approved the reappointment of Mr. Mahendra Pratap and Mr. Vinay Kumar Verma as an Independent director(s) for the second consecutive term of Five years effective from 17^th October 2024 and 7^th February 2025 respectively.

In accordance with provisions of Section 152 of the Companies Act 2013 read with rules made thereunder, Mr. Sashank Alla (DIN: 07508061), is liable to retire by rotation at the 38th Annual General Meeting and being eligible, offer himself for re-appointment.

Particulars of remuneration to directors and key managerial personnel as required under section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-IV and forms part of this Report.

During the year under review, the non-executive independent directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any.

Pursuant to the provisions of section 203 of Companies Act, 2013 during the year under review, apart from aforestated there are no changes occurred in positions held by Key Managerial Personnel of the Company.

There are no changes occurred after the closure of the financial Year.

During the financial year 2024-25, Four (4) meetings of the board were held with the presence of necessary quorum in all the meetings. The maximum gap between any two meetings was as stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015. The details of board meeting held and attendance of directors are provided in corporate governance report forming part of the Annual Report.

The company has constituted/reconstituted various board level committees in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) regulations, 2015. The board has following committees as under: i. Audit committee ii. Nomination & remuneration committee iii. Stakeholders' relationship committee iv. Corporate social responsibility committee v. Finance committee The details of the composition of committees and the number of meetings held and attendance of directors at such meetings are provided in the corporate governance report, which forms part of the Annual Report.

The audit committee of the board, currently headed by an independent director as chairperson meets at regular intervals to discharge its terms of reference effectively and efficiently. During the year under review, there were no instances where recommendations of the audit committee were not accepted by the board.

The company has framed and adopted a policy on nomination and remuneration of directors, key managerial personnel, and other employees of the company in line with the provisions of section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015. The policy is available on the website at: http://alphageoindia. com/Policies.htm.

It is afirmed that the appointment/re-appointment and remuneration of directors, key managerial personnel and all other senior management employees are in accordance with the remuneration policy of the company. The remuneration/sitting fees paid to the executive and non-executive directors of the company during the year under review have been detailed in the corporate governance report, forming part of the Annual Report.

The details of remuneration to employees, as required under rule 5(2) read with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-V of this report.

The Company has adopted a whistle blower policy to provide a formal mechanism to the directors and employees to deal with the instances of unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees, who avail the mechanism and provides direct access to the chairman of audit committee of the board.

The audit committee periodically reviews the whistle blower policy. It is affirmed that no personnel of the company have been denied access to the chairman of the audit committee.

The whistle blower policy has been posted on the company's website at http://www.alphageoindia. com/Policies.htm

The Company has, inter alia, received the following declarations from all the Independent Directors confirming that: a. they meet the criteria of independence as prescribed under the provisions of the Companies Act 2013, read with the rules made thereunder, and the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; b. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act 2013; and c. they have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms part of the Corporate Governance Report forming part of the Annual Report.

Details of separate meeting of independent directors held are provided in the report on corporate governance forming part of the Annual Report.

Prior to the appointment of an independent director, the company sends him/her a formal appointment letter which explains the role, functions and responsibilities expected from him/ her as a director of the company. The details of the board familiarization Programme are explained in the corporate governance report forming part of the Annual Report and accessible on the website of the company athttp://www.alphageoindia.com/ Familiarization%20Programme.htm

Pursuant to the provisions of section 178 of the Companies Act, 2013 read with rules made thereunder, and regulation 17 of SEBI (LODR), 2015 the Board has carried out an annual evaluation of its own performance, performance of the directors individually and the working of its various committees as per the evaluation criteria defined by nomination and remuneration committee for performance evaluation process of the board, its committees, and directors.

The evaluation has been carried out through a structured questionnaire covering various aspects of the board's functioning such as adequacy of the composition of the board and its committees, board culture, execution and performance of specific duties, obligations, independence, governance, ethics and values, adherence to corporate governance norms, interpersonal relationships, attendance, and contribution at meetings etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The evaluation process has been explained in the corporate governance report, which forms part of the annual report.

In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors provided by them through the duly filed questionnaire submitted by each of the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on the duly filled structured questionnaire submitted by each of the directors.

During the year under review, the company has provided loan to its subsidiary and joint venture Company, M/s Alphageo offshore Services Private Limited amounting to C 6.00 crores at the interest rate of 10% per annum. Apart from this no loans and guarantees were provided to any other person or body corporate.

All contracts/ arrangements/ transactions entered by the company during the year under review with related parties were in the ordinary course of business and are on an arm's length basis and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations. The particulars of such transactions with related parties have been disclosed at note no. 40 in the standalone financial statements as required under IND AS 24- related party disclosures and as specified under section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules, 2014, as amended.

For material related party transactions entered by the company during the year company has obtained relevant shareholders' approval under regulation 23 of the listing regulations.

During the year, there were no contracts or arrangements or transactions entered with the related parties other than at arm's length price.

Accordingly, there were no transactions during the year ended March 31, 2025 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.

The Company has adopted a Policy for dealing with the transactions with related parties in line with the provisions of the Act and Listing Regulations, which is available on the company's website at http://alphageoindia.com/Policies.htm.

In compliance with the provisions of section 135 of the Companies Act, 2013, the board has constituted a corporate social responsibility committee which monitors and oversees various CSR initiatives and activities of the company. The composition of the corporate social responsibility committee is provided in the corporate governance report, which forms part of the Annual Report.

The company's CSR policy is available on the website at http://alphageoindia.com/Policies.htm.

The company is undertaking CSR initiatives in compliance with schedule VII to the Companies Act, 2013. During the year under review, the company primarily extended its support to the projects in the areas of promoting education, promoting healthcare and Environment sustainability. The annual report on CSR activities undertaken during the financial year 2024-25, in terms of the requirements of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended thereof; is annexed as Annexure-VI to this report.

During the year, the Company spent C 14.37 lakhs on CSR activities against net obligations of C 18.89 lakhs, the balance amount of C 4.52 Lakhs belongs to the on-going projects undertaken by the company which has been transferred to a separate bank account in compliance with Section 135(6) of the Companies Act, 2013 known as "Unspent CSR Account 2024-25". The amount transferred to the "Unspent CSR Account 2024-25" will be spent in the specified manner as approved by the board within the prescribed timelines.

Pursuant to regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, a report on corporate governance for the financial year 2024-25 forms an integral part of the annual report. The requisite certificate from a practicing company secretary confirming compliance with the mandatory requirements relating to corporate governance as stipulated under the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 as amended thereof is attached to the report on corporate governance forming part of the Annual Report.

Management's discussion and analysis report for the year under review, as stipulated under regulation 34 of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, is presented in a separate section, forming part of the annual report.

The company continuously identifies the risks that it faces such as strategic, financial, liquidity, regulatory, legal, and other risks and assesses and evaluates the same in line with the overall business objectives, functioning and growth of the company.

The details of the risk management framework and issues related thereto have been explained in the management discussion and analysis report forming part of the annual report.

As per the criteria laid under regulation 34 of SEBI Listing Regulations 2015, the business responsibility and sustainability report are applicable for top one thousand listed entities based on market capitalization. Therefore, it is not applicable on your company for the financial year ended 31st March 2025 as company is in top two thousand listed entities based on market capitalization as on 31st December 2024.

The company has in place an adequate internal financial control system with reference to financial statements and such internal financial controls are operating effectively and no de_ciencies have been observed during the year under review.

The company's internal control systems are well established and commensurate with the nature of its business and the size and complexity of its operations. The audit committee reviews the adequacy and effectiveness of the company's internal control system.

There were no instances of frauds during the year under review, which required the statutory auditors to report to the audit committee and/or the board under section 143(12) of the Companies Act, 2013 and the rules made thereunder.

A declaration regarding compliance with the code of conduct signed by the Company's Chairman and Managing Director is annexed with corporate governance report which forms part of the annual report.

In terms of Section 92(3) the Companies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014, the draft annual return of the Company for the financial year ended on 31st March 2025 is available on the website of the Company at the link: https://www.alphageoindia. com/Annual%20Returns.htm.

The company has a policy for "Prevention and prohibition of sexual harassment of women at workplace" in line with the requirements of the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 which aims to provide protection to employees at workplace with the objective of providing a safe working environment. The company has constituted an internal complaints committee to redress complaints regarding sexual harassment. During the year under review, the company has not received any complaints pertaining to sexual harassment. The policy is available on the company's website at: http://www.alphageoindia. com/Policies.htm.

Stock option to employees is being administered under the scheme titled "Alphageo ESOS 2008". Under this scheme, 2, 35,067 stock options are available for granting to employees and there are no enforceable stock options outstanding as on March 31, 2025.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided below:

There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting the going concern status of the company and its operations in future.

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to directors' responsibility statement, the board of directors of the company hereby confirms that: i. in the preparation of the annual accounts of the company, both standalone and consolidated, for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under schedule III to the Companies Act 2013, have been followed and that there are no material departures from the same; ii. the directors have selected such accounting policies and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company as at March 31, 2025 and of the loss for the year ended on that date; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the annual accounts for the year ended March 31, 2025 have been prepared on a going concern basis; v. adequate internal financial controls have been laid down and such controls are operating effectively; vi. proper and adequate systems to ensure compliance with the provisions of all applicable laws have been devised and such systems are operating efficiently.

During the year under review and at the end of financial year 31st March 2025, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code 2016.

During the year under review, there has been no one time settlements for Loans from Banks and Financial Institutions have been made.

We express our sincere appreciation and thank our valued shareholders, employees, clients, vendors, investors, bankers and other business associates for their co-operation and continued support to the company. We appreciate the sincere and dedicated services of every member of Alphageo family.