Dear Shareholders,
We are delighted to present the Seventh (07th) Annual Report together with the Audited
Financial Statements of the Company for the year ended 31st March, 2025.
1. FINANCIAL RESULTS
The performance of the Company for the financial year 2024-25 is summarized below:
|
|
Standalone |
Consolidated |
Particulars |
As on 31st March |
As on 31st March |
|
2025 |
2024 |
2025 |
2024 |
Revenue from Operations and Other Income |
1,727.39 |
774.78 |
8,015.98 |
5565.04 |
Profit/ (Loss) before depreciation and tax |
452.73 |
388.79 |
856.93 |
711.18 |
Less: - Depreciation |
1.09 |
1.13 |
13.23 |
12.13 |
Profit/ (Loss) Before Tax |
451.63 |
387.66 |
843.70 |
699.05 |
Less: - Tax Expenses for Current Year |
110.56 |
95.14 |
207.44 |
169.99 |
Less: - Deferred Tax |
4.83 |
-1.36 |
5.28 |
0.59 |
Less: - Excess/(Short) provision of earlier Years written off |
0.25 |
-0.13 |
2.19 |
-0.47 |
Profit after Tax |
335.99 |
294.01 |
628.79 |
528.94 |
Total Other Comprehensive Income |
8.25 |
154.72 |
8.25 |
154.72 |
Total Comprehensive Income for the Period Total Comprehensive income
for the period attributable to |
344.24 |
448.73 |
637.04 |
683.66 |
Controlling Interest |
- |
- |
494.09 |
568.97 |
Non-Controlling Interest |
- |
- |
142.95 |
114.69 |
Profit / (Loss) Carried to Balance Sheet Earnings per share (EPS) |
344.24 |
448.73 |
637.04 |
683.66 |
Basic |
0.54 |
0.48 |
1.01 |
0.86 |
Diluted |
0.54 |
0.48 |
1.01 |
0.86 |
OPERATIONS
Standalone and Consolidated
During the year under review, Revenue from Operations and Other Income of the Company
stood at Rs. 1,727.39 Lacs on Standalone basis in comparison to Rs. 774.78 Lacs
in the previous year, showing an increase in business activities of the Company.
The Profit before tax has increased by Rs. 63.97 Lacs showing Rs. 451.63 Lacs
in current year, which leads to an increase in profit after tax of Rs. 41.98 Lacs
showing Profit after tax of Rs. 335.99 Lacs.
During the year under review, Revenue from Operations and Other Income of the Company
stood at Rs. 8,015.98 Lacs on Consolidated basis, and Profit before tax was Rs.
843.70 Lacs in current year, which leads to a profit after tax of Rs. 628.79 Lacs.
2. DIVIDEND
The Board of Directors has not recommended any dividend for the financial year ended
31st March 2025. This decision has been taken to conserve resources for the company's
planned expansion project. The company is setting up an industrial unit for manufacturing
150 KLPD Ethanol, DDGS, and allied products at the Chandrapur (Tadali) Growth Centre, MIDC
Chandrapur. As the project involves significant capital investment, the Board has resolved
to retain the entire profit for reinvestment into the business. This approach is aimed at
supporting future growth and enhancing long-term shareholder value.
3. AMOUNT TRANSFERRED TO RESERVE
The company had created a reserve of Rs. 20,28,325.00 for issuance of Bonus Shares to
the warrant holders post conversion of warrants into equity shares during the last
financial year.
During the Financial Year, this reserve was utilised by capitalising Rs. 12,83,330.00
on issuance of 2,56,666 bonus equity shares allotted to warrant holders on conversion of
7,70,000 warrants in the ratio of 1:3.
4. CHANGE IN NATURE OF BUSINESS
There was no change in nature of Business of the Company during the year under review.
5. DEPOSITS
The Company has not accepted any deposits from public within the meaning of Section 73
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
6. SHARE CAPITAL
The authorized share capital as on 31st March 2025 is Rs. 33,00,00,000/- (Thirty-Three
Crores) divided into 6,60,00,000 equity shares of Rs. 05 each.
The paid-up share capital of the company as on 31st March 2025 is Rs. 31,30,56,225/-
(Rupees Thirty-One Crores Thirty Lakhs Fifty-Six Thousand Two Hundred and Twenty Five)
divided into 6,26,11,245 equity shares of Rs. 05 each.
During the year under review, the authorized share capital of the company has increased
from Rs. 26,00,00,000/- divided into 5,20,00,000 equity shares of Rs. 05 each to Rs.
33,00,00,000/- divided into 6,60,00,000 equity shares of Rs. 05 each on 06th July 2024.
The Company has made allotment of 1,41,33,695 Bonus Equity Shares in the Ratio 14:48,
i.e., 1 (Fourteen) equity shares of nominal value of Rs. 05/- (Rupees Five only) each
fully paid up for every 48 (Forty Eight) existing equity shares held of nominal value of
Rs. 05/- (Rupees Five only) each on 16.07.2024.
The company, on approval of members in the Extra Ordinary General Meeting held on 11th
November 2022, had issued 25,00,000 convertible share warrants. The company has converted
7,70,000 warrants and subsequently issued 7,70,000 equity shares and 2,56,666 Bonus Shares
(reserved for warrant holders in the ratio 1:3) on 08th May 2024.
7. HUMAN RESOURCE & EMPLOYEE RELATIONS
Employee relations were harmonious throughout the year. The Board wishes to place on
record their sincere appreciation to the co-operation extended by all the employees in
maintaining cordial relations.
8. CORPORATE GOVERNANCE
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. At Alphalogic, our Board exercises its fiduciary responsibilities in the
widest sense of the term. Our disclosures
seek to attain the best practices in international corporate governance. We also
endeavor to enhance long-term shareholder value and respect minority rights in all our
business decisions. The detailed Corporate Governance Report form a part of this Board
Report as "Annexure A".
9. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and
Analysis Report is annexed and marked as "Annexure B".
10. DIRECTORS' RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief, your Directors make the following statements
in terms of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013:
i. That in the preparation of the annual accounts for financial year ended 31st March,
2025; the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
11. That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent to give a
true and fair view of the state of affairs of the Company at the end of financial year and
of the profit and loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the annual accounts on a going concern basis.
v. That the Directors have laid down internal financial controls, which are adequate
and are operating effectively;
vi. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement by Rotation
Mr. Dhananjay Subhash Goel (DIN: 08290798), Director of the Company retires by rotation
in accordance with the provisions of the Articles of Association of the Company and being
eligible to offer himself for re-appointment. The Board recommends his re-appointment.
b) Change in Directors
-Mr. Anshu Subhash Goel (DIN: 08290775) has been re-appointed as the Managing Director
of the Company for a period of five years commencing from June 15, 2024 to June 14, 2029
as approved by members on AGM held on 06th July 2024.
-Mr. Rohan Kishor Wekhande (DIN: 08197194) has been re-appointed as a Non- Executive
Independent Director of the Company for a second term of 5 (Five) years commencing from
June 15, 2024 to June 14, 2029, as approved by members on AGM held on 06th July 2024.
Disclosures by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.,
in Form MBP-1 and declaration as to compliance with the Code of Conduct of the Company.
All Independent Directors have also given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act. Details of the proposal for
appointment/re- appointment of Directors are mentioned in the Notice of the Annual General
Meeting.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
During the year under review the company has no joint ventures or Associate Companies
except the subsidiary formed in the F.Y. 2020-21 with the objective of enhancing and
diversifying Company's business to different economic sectors providing large customer
base, over the years to come. The consolidated statement of account for the financial year
ended 31.03.2025 in form of AOC-1 has been attached as "Annexure C" to the
Director's Report.
13. NUMBER OF MEETINGS OF THE BOARD
Seven Meetings of the Board of Directors were held during the financial year 2024-25:
S.No. |
Date of Meeting |
Directors Present |
1 |
08th May, 2024 |
6 |
2 |
22nd May,2024 |
6 |
3 |
12th June, 2024 |
6 |
4 |
16th July, 2024 |
6 |
5 |
14th August, 2024 |
6 |
6 |
12th November, 2024 |
6 |
7 |
24th January, 2025 |
6 |
The intervening gap between any two Meetings was within the period prescribed under the
Companies Act, 2013.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the Companies Act, 2013; a
separate meeting of the Independent Directors of the Company was held on 24th January,
2025 to review the performance of Non-Independent Directors and the entire Board. The
Independent Directors also reviewed the quality, contents and timeliness of the flow of
information between the Management and the Board and its' Committees which is necessary to
effectively and reasonably perform and discharge their duties.
14. NUMBER OF MEETINGS OF THE SHAREHOLDERS
S.No. |
Type of Meeting |
Date of Meeting |
1 |
Annual General Meeting (AGM) |
06th July, 2024 |
15. CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and Senior Management
and Independent Directors of the Company. All the Board members including Independent
Directors and Senior Management Personnel have affirmed compliance with the code of
conduct.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the evaluation of all the directors and the
Board as a whole was conducted based on the criteria and framework adopted by the Board.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Non-Independent Directors and Board as a whole
was carried out by the Independent Directors. The Directors expressed their satisfaction
with the evaluation process.
18. COMMITTEES OF THE BOARD
As on March 31, 2025, the Board had Four committees: the audit committee, the
nomination and remuneration committee, the stakeholders' relationship committee and the
management committee. The committees consist of optimum number of independent directors as
required under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.
A. Composition of Audit Committee
The Board of Directors in its meeting held on June 24, 2019 constituted an Audit
Committee in compliance with the provision of Section 177 of Companies Act, 2013.
S. DIN/ PAN No. |
Name of Director/ KMP |
Designation |
No. of Meetings Attended |
1 9438320 |
Mr. Amar Raykantiwar |
Non-Executive Independent Director/Chairperson |
4 |
2 8197194 |
Mr. Rohan Kishor Wekhande |
Non-Executive Independent Director |
4 |
3 8290775 |
Mr. Anshu Subhash Goel |
Executive Director |
4 |
*Company Secretary shall act as the secretary of this Committee.
During the year under review, 4 (Four) meetings of the Audit Committee were held on
22nd May 2024, 14th August 2024, 12th November 2024 and 24th January 2025.
B. Composition of Nomination and Remuneration Committee
The Board of Directors in its meeting held on June 24, 2019 constituted a Nomination
and Remuneration Committee in compliance with the provision of Section 178 of Companies
Act, 2013.
S. No DIN/ PAN |
Name of Director/ KMP |
Designation |
No. of Meetings Attended |
1 8197194 |
Mr. Rohan Kishor Wekhande |
Non-Executive - Independent Director/ Chairperson |
1 |
2 8290832 |
Mr. Vedant Goel |
Non-Executive - NonIndependent Director |
1 |
3 9438320 |
Mr. Amar Raykantiwar |
Non-Executive - Independent Director |
1 |
*Company Secretary shall act as the secretary of this Committee.
During the year under review, 1 (One) meeting of the Nomination and Remuneration
Committee were held on 14th August 2024.
C. Composition of Stakeholders Relationship Committee
The Board of Directors in its meetings held on June 24, 2019 constituted a Stakeholders
Relationship Committee in compliance with the provision of Section 178 of Companies Act,
2013:
S. No DIN/ PAN |
Name of Director/ KMP |
Designation |
No. of Meetings Attended |
|
|
Non-Executive - |
|
1 9438320 |
Mr. Amar Raykantiwar |
Independent Director/ |
1 |
2 8197194 |
Mr. Rohan Kishor Wekhande |
Chairperson Non-Executive - Independent Director |
1 |
3 8290775 |
Mr. Anshu Subhash Goel |
Executive Director |
1 |
*Company Secretary shall act as the secretary of this Committee.
During the year under review, 1 (One) meeting of the Stakeholder Relationship Committee
was held on 24th January, 2025.
D. Composition of Management Committee
The Board of Directors in its meetings held on April 01, 2020 constituted a Management
Committee in compliance with the provision of Section 179 of Companies Act, 2013.
S. No DIN/ PAN |
Name of Director/ KMP Designation |
No. of Meetings Attended |
1 8290775 |
Mr. Anshu Subhash Goel Executive Director |
1 |
2 8290823 |
Ms. Neha Anshu Goel Executive Director |
1 |
During the year under review, 4 (Four) meetings of the Management Committee were held
on 22nd May 2024, 14th August 2024, 12th November 2024 and 24th January 2025.
19. INTERNAL FINANCIAL CONTROLS
Your Company has appointed Mr. Anand Acharya as its Internal Auditor. The Board has
adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, safeguarding of its assets,
prevention and detection of fraud, error reporting mechanisms, accuracy and completeness
of the accounting records, and timely preparation of reliable financial disclosures.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.
21. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year 2024-25
were on Arm's Length Basis and were in the Ordinary Course of business. There were no
materially significant Related Party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.
All Related Party Transactions were approved by the Audit Committee on omnibus basis or
otherwise, and the Board. The transactions entered into by the company are audited. The
Company has developed a Policy on dealing with Related Party Transactions.
Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as
"Annexure D" to the Board report. The Policy on materiality of related party
transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company's website at the link: https://investors.alphalogicinc.com/policies
. Particulars of contracts or arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as
"Annexure D" to the Board report. The Policy on materiality of related party
transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company's website at the link: https://
investors.alphalogicinc.com/policies.
22. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE
BOARD REPORT
There were no Material Changes and Commitment between the end of Financial Year and
Date of the Board Report.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of
conservation of energy and technology absorption do not apply to the Company. Accordingly,
these particulars have not been provided.
No foreign exchange expenditure was made during the year.
24. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
None of the employee has received remuneration exceeding the limit as stated in Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, are given in the "Annexure E"
forming part of this report.
25. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub- section (3) of Section 178 of the Companies Act, 2013, adopted
by the Board, is placed on website of the company at
https://investors.alphalogicinc.com/policies and the salient features of the same appended
as "Annexure F" forming part of this report.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in
line with the provisions of the Companies Act, 2013 and the Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine
concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the
Company's website at https://investors.alphalogicinc.com/policies .
27. RISK MANAGEMENT POLICY
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Board of the Company
has formed a Risk Management Policy for the Company to identify elements of risk and
monitor the Risk and establish control.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company.
29. AUDITORS & AUDITORS' REPORT
The Company has re-appointed M/s. Patki & Soman, Chartered Accountants, (FRN:
107830W) as Statutory auditor of the company for second term of 4 (four) years to hold
office from the conclusion of Sixth Annual General Meeting (AGM) till the conclusion of
the Tenth Annual General Meeting. The Company has received a certificate of eligibility
from the statutory auditors in accordance with the provisions of Section 141 of the Act.
There is no requirement for ratification of auditors in this Annual General Meeting as per
the provision of Section 139 of the Companies Act, 2013 as amended. Further, the notes
referred to by the Auditors in their Report are self-explanatory and hence do not require
any explanation.
30. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
31. SECRETARIAL AUDIT
Pursuant to the ICSI Guidelines with respect to certification and audit applicable on
the company and provisions of Section 204 of the Companies Act, 2013, Rules made
thereunder, the Company has appointed CS Sudhanshu Panigrahi, Practicing Company Secretary
being eligible and peer reviewed to undertake the Secretarial Audit and other listing
certifications of the Company from the financial year 2022-23. The Secretarial Audit
Report for the financial year 2024-25 is annexed herewith as "Annexure G"
forming part of this report.
32. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or courts or
tribunals impacting the going concern status of the Company and future operations.
33. ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of
the company is provided on the website of the company at
https://investors.alphalogicinc.com/ annual-return-eform-mgt-7 .
34. SECRETARIAL STANDARDS
The Directors state that the applicable secretarial standards i.e., SS-1 and SS-2,
relating to 'Meeting of the Board of Directors' and 'General Meeting', respectively, have
been duly followed by the Company.
35. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the provision of section 125(2) of Companies Act, 2013
does not apply as the company was not required to transfer any amount to the Investor
Education Protection Fund (IEPF) established by Central Government of India.
36. COST AUDITOR AND MAINTENANCE OF COST RECORDS:
The Company is not required to maintain cost accounts and records as specified under
section-148 of the Companies Act, 2013.
37. INTEGRATED REPORT
The Company has voluntarily provided Integrated Report, which encompasses both
financial and non-financial information to enable the Members to take well-informed
decisions and have a better understanding of the Company's long-term perspective. The
Report also touches upon aspects such as organization's strategy, governance framework,
performance and prospects of value creation.
38. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Your company had not made any one-time settlement with any of its lenders.
39. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE 2016:
There were no applications made during the financial year 2024-25 by or against the
company and there are no proceedings pending under the Insolvency and Bankruptcy Code
2016.
40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") the Company has a
Policy with zero tolerance for any misconduct related to sexual harassment of women at
workplace. During the year under review, there were no complaints received under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Details of the number of complaints received, disposed and pending during the last
three financial years pertaining to the sexual harassment of women at workplace are as
under:
Financial Year |
Number of complaints received |
Number of complaints disposed |
Number of cases pending as on the end of the Financial Year |
2022-23 |
0 |
0 |
0 |
2023-24 |
0 |
0 |
0 |
2024-25 |
0 |
0 |
0 |
41. COMPLIANCE ON MATERNITY BENEFIT ACT, 1961:
The Company has complied with the applicable provisions of Maternity Benefit Act, 1961
for female employees of the Bank with respect to leaves and maternity benefits thereunder.
42. DISCLOSURES
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in company's premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment and for this purpose the
company has in place a robust policy, aiming to obtain the complaints, investigate and
prevent any kind of harassment of employees at all levels. For the current financial year
end, no complaint was received by the company.
43. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the employees of the Company
for their stupendous efforts as well as their collective contribution during the year. The
Directors would also like to thank the shareholders, customers, suppliers, bankers and all
other business associates and the Government authorities for their continuous support
given to the Company and their confidence in the management.
