To,
The Members,
ANLON TECHNOLOGY SOLUTIONS LIMITED
The Directors present the 10th Annual report of the Company along with the audited
financial statements for the financial year ended March 31, 2025.
1. FINANCIAL PERFORMANCE
The Company's financial performance for the year under review along with previous year
figures is given hereunder: (Rs. In Lakhs)
|
Standalone |
|
Financial Year |
Financial Year |
Particulars |
2024-25 |
2023-24 |
|
(FY 2025) |
(FY 2024) |
| Revenue from Operations |
5023.30 |
3502.07 |
| Other Income |
60.65 |
64.73 |
Total revenue |
5083.95 |
3566.80 |
| Operating Profit (Before Finance Cost and |
1025.04 |
696.13 |
| Depreciation & Amortisation) |
|
|
| Less: Finance Cost |
94.61 |
61.56 |
| Profit before Depreciation & Amortisation |
930.43 |
634.57 |
| Less: Depreciation & Amortisation |
57.85 |
21.83 |
Profit before Tax |
872.58 |
612.74 |
| Less/(Add): Current Tax |
205.24 |
166.47 |
| Less/(Add): Deferred Tax Expense/Credit |
19.40 |
(2.27) |
Less/(Add): "Short/(Excess) provision of tax for earlier
years" |
(1.07) |
(3.22) |
Profit after Tax |
649.01 |
451.76 |
| Earning Per Share |
|
|
| Basic |
10.56 |
8.06 |
| Diluted |
10.56 |
8.06 |
2. DIVIDEND
In order to conserve the reserve, your directors do not recommend any dividend for the
financial year ended, 31st March, 2025.
3. TRANSFER TO RESERVE & SURPLUS
The net profit of the company for F.Y. 2024-2025 is Rs. 649.01 Lakhs. The profit of
F.Y. 2024-2025 has been transferred to the surplus account.
4. COMPANY'S PERFORMANCE REVIEW
The revenue from operations for FY 2024-25 is Rs. 5023.30 Lakhs over the previous
year's revenue from operations of Rs. 3502.07 Lakhs which is 43.44% more than previous
year's revenue from operations.
Net Profit after tax for FY 2024-25 is Rs. 649.01 Lakhs against the previous year's Net
profit after tax of Rs. 451.76 Lakhs which is 43.66 % more than previous year's Net Profit
after tax.
The overall performance of the Company has been increased when compared to the previous
years and the Company shall continue to provide better results to the shareholders in
upcoming years via better performance.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year of the Company and to
the date of this report to which the financial statements relate and the date of the
report. -
6. CAPITAL EXPENDITURE PROGRAMME
During the year under review Company has incurred Rs. 346.68 Lakhs towards construction
of factory building and Office building
On 10.09.2024 Company has completed the construction of factory building located at
Plot No 40, Doddaballapura Industrial Area 4th Phase, YG 1 Industries, Doddaballapura
Taluk, Adinarayana Hosahalli, Bengaluru Rural, Karnataka, 562163.
By setting up the assembling unit the Company aims to target large customers with
competitive price which will be in line with PM Narendra Modi's Athmanirbhar Bharat
Abhiyaan Scheme (Make in India). Setting up of this unit will help us reduce the
turnaround time for supply of machineries to the end users.
7. SHARE CAPITAL
The Authorised Share Capital as on 31st March, 2025 is Rs. 7,00,00,000 and Paid up
share capital as on 31st March, 2025 was Rs. 6,25,54,000.
Material Changes during the year:
On 24.05.2024 the Authorized Share Capital of the Company was increased from Rs.
6,00,00,000 (Six Crores Rupees) to Rs. 7,00,00,000 (Seven Crores Rupees) divided into
70,00,000 (Seventy Lakhs) Shares of Rs 10/- each.
On 03.06.2024 the Paid-up Share Capital of the Company was increased from 5,60,50,000
to 6,25,54,000 by a way of Qualified Institutions Placement ("QIP") and has
allotted 6,50,400 (Six
Lakhs Fifty Thousand Four Hundred) Equity shares of Rs. 10/- (Rupees ten Only) each at
a premium of Rs. 372.46/- per share.
8. LISTING INFORMATION
The Equity Shares of the Company are continued to be listed with NSE EMERGE Platform
and in dematerialized form. The ISIN No. of the Company is INE0LR101013.
9. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company Equity Shares is listed at National Stock Exchange of India Limited (Emerge
Platform). The Annual Listing fee for the year 2024-25 has been paid.
10. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet as per section 73 and 76 of the companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
The Company further reports the below details relating to deposits as per Rule 8(5)(v)
and (vi) as follows:
a. accepted during the year; Nil
b. remained unpaid or unclaimed as at the end of the year; Nil
c. whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved- Nil
i. at the beginning of the year; Ni
l ii. maximum during the year; Nil
iii. at the end of the year; Nil
iv. the details of deposits which are not in compliance with the requirements of
Chapter V of the Act; Nil
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, guarantees or made investment covered under the
provisions of section 186 of the Companies Act, 2013 during the year 2024-25.
12. CHANGE IN THE NATURE OF BUSINESS
During the financial year, the company successfully launched full-scale operations in
manufacturing and assembly, complementing its existing capabilities in engineering
services. This strategic expansion represents a significant milestone in our growth
trajectory and reflects our commitment to delivering comprehensive, end-to-end solutions
to our clients.
The integration of manufacturing and assembly operations is expected to:
Enhance operational efficiency and improve product quality
Enable seamless service delivery from design to final production
Strengthen our market position as a holistic solutions provider
This development underscores our focus on innovation, operational excellence, and
long-term value creation for stakeholders.
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company implemented suitable controls to ensure its operational, compliance and
reporting objectives. The Company has adequate policies and procedures in place for its
current size as well as the future growing needs. These policies and procedures play a
pivotal role in the deployment of the internal controls. They are regularly reviewed to
ensure both relevance and comprehensiveness and compliance is ingrained into the
management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit
team. Suggestions to further strengthen the process are shared with the process owners and
changes are suitably made. Significant findings, along with management response and status
of action plans are also periodically shared with and reviewed by the Audit Committee. It
ensures adequate internal financial control exist in design and operation.
M/s. SKMK & Co., Chartered Accountants (Firm Regn No: 0144210W), Chartered
Accountants, Mumbai are the internal auditors of the Company, who conducts Internal audit
and submit reports to the Audit Committee. The Internal Audit is processed to review the
adequacy of internal control checks in the system and covers all significant areas of the
Company's operations. The Audit Committee reviews the effectiveness of the Company's
internal control system.
14. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATES
During the year under review, no company has become or ceased to be a subsidiary, joint
venture, or associate company of the Company.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO
Information in accordance with the provisions of Section 134(3) (m) of the Companies
Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding
conservation of energy, technology absorption and foreign exchange earnings and outgo are
under:
| Sr. No. Particulars |
Comments |
| (A) Conservation of energy |
|
| (i) the steps taken or impact on conservation of energy; |
In its endeavors towards conservation of energy, your Company ensures optimal use of
energy, avoid wastages and endeavors to conserve energy as far as possible. |
| (ii) the steps taken by the Company for utilizing alternate sources of energy; |
Encouraging green plants in / outside the company premises to lower air conditioning
needs |
|
Switching to LED lights instead of traditional ones to cut down on electricity usage. |
| (iii) the capital investment on energy conservation equipment |
There is no capital Invested on energy conversion equipment |
| (B) Technology absorption |
|
| (i) the efforts made towards technology absorption |
As part of our ongoing efforts to strengthen operational efficiency through
technological advancement, the company has installed two units of the Kardex Inventory
Management System at its manufacturing facility during the year. |
|
These systems will be integrated with our SAP ERP platform, enabling: |
|
- Real-time inventory tracking and enhanced visibility |
|
- Streamlined material handling and storage processes |
|
- Improved accuracy and control over inventory operations |
|
This initiative reflects our commitment to embracing modern technologies that support
process optimization and long- term scalability. |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution; |
Yes product had improved the efficiency of finding the stocks available and the usage
of Stocks in the company on day-to-basis |
| (iii) in case of imported technology (imported |
- |
| during the last three years reckoned from the beginning of the financial year : |
|
| (a) the details of technology imported |
Yes |
| (b) the year of import |
2025 |
| (c) whether the technology been fully absorbed |
Yes |
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and |
Nil |
| (iv) the expenditure incurred on Research and Development |
Nil |
(C) Foreign exchange earnings and Outgo
(C) Foreign exchange earnings and Outgo |
Inflow (Rs. In Lakhs) |
Out Flow (Rs. In Lakhs) |
| The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows |
678.21 |
2178.94 |
Value of imports calculated on C.I.F basis by the company during the financial year in
respect of:
( In Lakhs)
Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
| a. Raw Material |
- |
- |
| b. Components and spare parts |
1948.66 |
1182.89 |
| c. Capital goods |
- |
- |
Expenditure in Foreign Currency
|
|
( In Lakhs) |
Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
|
|
|
| a. Royalty |
20.42 |
- |
| b. Know-How |
- |
- |
| c. Professional and consultation fees |
166.09 |
49.10 |
| d. Interest |
- |
- |
| e. Purchase of Components and spare parts |
1948.66 |
1182.89 |
| f. Others |
43.77 |
31.84 |
Earnings in Foreign Exchange
|
|
( In Lakhs) |
Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
|
|
|
| a. Export of goods calculated on F.O.B. basis |
- |
- |
b. Royalty, know-how, professional and consultation fees |
320.08 |
53.87 |
| c. Interest and dividend |
- |
- |
| d. Other income |
358.13 |
141.64 |
16. INDUSTRIAL RELATION
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels. The company recognizes the significance of maintaining
harmonious and constructive industrial relations, fostering a collaborative environment
that promotes the well-being and productivity of our workforce. We believe that healthy
relationships with our employees and their representatives are essential for the long-term
success and sustainable growth of the organization.
Throughout the reporting period, we have actively engaged in dialogue and consultations
with employee representatives and unions to address workplace concerns, promote open
communication, and seek mutually beneficial solutions. We have strived to create a
workplace culture that values employee engagement, inclusivity, and respect, enabling our
workforce to contribute their best efforts towards achieving our business objectives.
17. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIAL PERSONNEL
The Company's Board is duly constituted and is in compliance with the requirements of
the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as applicable on the Company and provisions of the Articles of
Association of the Company. The Company's Board has been constituted with requisite
diversity, wisdom and experience commensurate to the business of your Company.
There are six Directors on the Board of the Company, headed by a Managing Director
(Chairman) and includes one-woman Whole-time Director and one woman Non-executive Director
and three Independent Directors on its Board.
The Directors on the Board have experience in the field of finance, legal, statutory
compliance, engineering and accounts. None of the Directors are disqualified under the
provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2025.
BOARD COMPOSITION
| Sl.No Name of the Person |
DIN/PAN |
Designation |
| 1. Unnikrishnan Nair P M |
01825309 |
Managing Director |
| 2. Beena Unnikrishnan |
07222504 |
Whole-time Director |
| 3. Ashokkumar Hebron Charles |
00803441 |
Non-Executive Independent Director |
| 4. Shiny George |
07438518 |
Non-Executive Independent Director |
| 5. Phillip Craig Morrisson Meiselbach |
09568952 |
Non-Executive Independent Director |
| 6. Veena Praveen |
08398847 |
Non-Executive Director |
| 7. Emmyunual S |
GFKPS6826F |
Chief Financial Officer |
| 8. Shikha Dixit |
CXBPS6064A |
Company Secretary & Compliance Officer |
18. APPOINTMENT/ REAPPOINTMENT/ CHANGE OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
As per Provisions of Section 152 of the Companies Act, 2013, Mr. Unnikrishnan Nair P M
(DIN: 01825309) Managing Director is liable to retire by rotation and is eligible to offer
himself for reappointment.
On 25.08.2024 Ms. Meghana M P resigned as the Company Secretary & Compliance
officer of the Company.
On 24.11.2024 Ms Sikha Dixit was appointed as the Company Secretary & Compliance
Officer of the company.
19. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility
Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The Directors 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 at the end of the financial year and of
the profit of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 and Rules made
thereunder for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
20. NUMBER OF BOARD MEETINGS AND ATTENDANCE
During the Financial year 2024-25, Twelve (12) board meetings were held. The interval
between any two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the board
of directors during the year are given below.
| Name of the Director |
Category |
No. of Board Meetings Held & Entitled to Attend |
No. of Board Meetings Attended |
| Mr. Unnikrishnan Nair P M |
Managing Director |
12 |
11 |
| Mrs. Beena Unnikrishnan |
Whole-time Director |
12 |
12 |
| Mr. Shiny George |
Non-executive Independent Director |
12 |
12 |
| Mr. Ashokkumar Hebron Charles |
Non-executive Independent Director |
12 |
9 |
| Mr. Phillip Craig Morrisson Meiselbach |
Non-executive Independent Director |
12 |
12 |
| Mrs. Veena Praveen |
Non-Executive Director |
12 |
9 |
BOARD MEETING DATES
| Sl. No |
Date of Board Meeting |
Board Meeting Attendance |
| 1 |
24-04-2024 |
5 |
| 2 |
27-05-2024 |
6 |
| 3 |
29-05-2024 |
6 |
| 4 |
03-06-2024 |
6 |
| 5 |
03-06-2024 |
6 |
| 6 |
15-07-2024 |
6 |
| 7 |
11-11-2024 |
3 |
| 8 |
24-11-2024 |
4 |
| 9 |
18-01-2025 |
5 |
| 10 |
03.03.2025 |
6 |
| 11 |
10.03.2025 |
6 |
| 12 |
15.03.2025 |
6 |
COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are furnished
regularly to the Board. To provide better Corporate Governance & transparency,
currently, your Board has four (4) Committees viz., Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder
Relationship Committee to investigate various aspects for which they have been
constituted. The Board fixes the terms of reference of Committees and delegate powers from
time to time.
AUDIT COMMITTEE
The Audit Committee comprises of non-executive Independent Director and Executive
Director as its Member. The Chairman of the committee is Independent Director.
During the Financial year 2024-25, Five (5) meeting of audit committee held on
24.04.2024, 27.05.2024, 15.07.2024, 11.11.2024 and 03.03.2025
The Composition of Audit Committee and the details of meetings attended by members
during the year are given below.
No. of Audit
| Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of Audit Committee Meetings Held & Entitled to Attend |
No. of Audit Committee Meetings Attended |
| Mr. Shiny George |
Chairman of Committee |
Non- Executive Independent Director |
5 |
5 |
| Mr. Ashokkumar Hebron Charles |
Member |
Non- Executive Independent Director |
5 |
3 |
| Mr. Unnikrishnan Nair P M |
Member |
Managing Director |
5 |
4 |
| Mr. Phillip Craig Morrisson Meiselbach |
Member |
Non- Executive Independent Director |
5 |
5 |
Mr. Shiny George, Chairman of the Audit Committee, was present at the AGM of the
Company held on August 09, 2024.
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH
REASONS
All the recommendations made by the Audit Committee are accepted and implemented by the
Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Independent Directors and
non-executive Director as its members. The Chairman of the Committee is an Independent
Director.
During the Financial year 2024-25, Four (4) meetings of the Nomination and Remuneration
Committee were held on 24.04.2024, 15.07.2024, 24.11.2024 and 03.03.2025.
The Composition of Nomination and Remuneration Committee and the details of meetings
attended by members during the year are given below.
| Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of Nomination and Remuneration Committee Meetings Held &
Entitled to Attend |
No. of Nomination and Remuneration Committee Meetings Attended |
| Mr. Shiny George |
Chairman of Committee |
Non- Executive Independent Director |
4 |
4 |
| Mr. Phillip Craig Morrisson Meiselbach |
Member |
Non- Executive Independent Director |
4 |
4 |
| Mrs. Veena Praveen |
Member |
Non- Executive Director |
4 |
4 |
Mr. Shiny George, Chairman of the Nomination and Remuneration Committee, was present at
the AGM of the Company held on August 09, 2024.
The Nomination and remuneration policy available on the website of the company at
https://anlon.co/uploads/11._Nomination_and_Remuneration_Policy.pdf
STAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises Non-executive Director, Whole-time
Director and one Independent Director as its members. The Chairman of the Committee is an
Independent Director.
During the Financial year 2024-25, One (1) meeting of Stakeholder Relationship
Committee was held on 03.03.2025.
The Composition of Stakeholder and Relationship Committee and the details of meetings
attended by the members during the year are given below:
| Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of Stakeholder Relationship Committee Meetings Held &
Entitled to Attend |
No. of Stakeholder Relationship Committee Meetings Attended |
| Mrs. Veena Praveen |
Chairperson of Committee |
Non- Executive Director |
1 |
1 |
| Mrs. Beena Unnikrishnan |
Member |
Whole-time Director |
1 |
1 |
| Mr. Phillip Craig Morrisson Meiselbach |
Member |
Non- Executive Independent Director |
1 |
1 |
Mrs. Veena Praveen, Chairperson of the Stakeholder Relationship Committee, was present
at the AGM of the Company held on August 09, 2024.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility committee comprises Managing Director, Whole-time
Director and one Independent Director as its members. The Chairman of the Committee is
Managing Director.
During the Financial year 2024-25, One (1) meeting of Corporate Social Responsibility
Committee were held on 24.04.2024
The Composition of Corporate Social Responsibility Committee and the details of
meetings attended by the members during the year are given below:
| Name of the Director |
Status in the Committee |
Nature of Directorship |
No. of CSR Committee Meetings Held & Entitled to Attend |
No. of CSR Committee Meetings Attended |
| Mr. Unnikrishnan Nair PM |
Chairman of Committee |
Managing Director |
1 |
1 |
| Mrs. Beena Unnikrishnan |
Member |
Whole-time Director |
1 |
1 |
| Mr. Shiny George |
Member |
Non- Executive Independent Director |
1 |
1 |
Mr. Unnikrishnan Nair PM, Chairman of the CSR Committee, was present at the AGM of the
Company held on August 09, 2024.
21. ANNUAL RETURN
Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act,
2013 (‘the Act'), the Annual Return as on March 31, 2025, will be available on the
Company's website on https://anlon.co/uploads/Annual_Return_2024-2025.pdf
22. CORPORATE GOVERNANCE REPORT
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate
Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net
worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with
the provisions of Corporate Governance shall not apply to the Company and it does not form
the part of the Annual Report for the financial year 2024-25.
23. AUDITORS
(i) STATUTORY AUDITORS
At the 7th AGM held on September 30, 2022 the Members had approved appointment of M/s.
Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C) as Statutory
Auditors of the Company to hold office for a period of four years from the conclusion of
that AGM till the conclusion of the 11th AGM.
(ii) SECRETARIAL AUDITOR
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, has appointed M/s. Prem Pyara Tiwari & Associates, Practicing Company
Secretaries (C.P.No:18513) as Secretarial Auditor of the Company to conduct the
Secretarial Audit as per the provisions of the said Act for the Financial Year 2024-25.
A Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as
Annexure-II in Form MR-3.
(iii)INTERNAL AUDITOR
The Board of directors has appointed of M/s. S K M K & Co., Chartered Accountants
(Firm Reg No: 0144210W) as the internal auditor of the company; The Internal Auditor
conducts the internal audit of the functions and operations of the Company and reports to
the Audit Committee and Board from time to time.
(iv) COST AUDITOR
During the year under review the requirement to appointment of Cost Auditor for the
Company does not arise. Hence this provision is not applicable.
(v) REVIEW OF AUDITORS REPORT
There are no qualifications, reservations or adverse remarks made by Statutory Auditors
M/s. Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C), in the
Auditor's report for the Financial Year ended March 31, 2025.
(vi) REVIEW OF SECRETARIAL AUDITORS REPORT
There are no qualifications, reservations or adverse remarks made by Secretarial
Auditors M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P.
No:18513), in the Secretarial Audit Report for the Financial Year ended March 31, 2025.
(vii) REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditor 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.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirement) Regulations, 2015 ("Listing
Regulations") the Management Discussion and Analysis of the Company for the year
under review is presented in a separate section forming the part of the Directors Report
is attached here with as Annexure III.
25. DEMATERIALISATION OF SHARES
During the year under review, all the equity shares were dematerialized through
depositories viz. National Securities Depository Limited and Central Depository Services
(India) Limited, which represents 100% of the total paid-up capital of the Company. The
Company ISIN No. is INE01R101013 and Registrar and Share Transfer Agent is MUFG Intime
India Private Limited.
26. DIRECTOR REMUNERATION AND SITTING FEES
Member's attention is drawn to Financial Statements wherein the disclosure of
remuneration paid to Directors is given during the year 2024-25. Details of Sitting fees
paid to the non-executive directors are disclosed in the financial statements.
27. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the company with related parties which may
have potential conflict with the interest of the company at large. Your directors draw
your attention to notes to the financial statements for detailed related parties'
transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of
the Board or Members / Shareholders has been obtained for such transactions. However, as
part of good corporate governance, all related party transactions covered under Section
188 of the Act are approved by the Audit committee.
The E-form AOC- 2 is attached as Annexure - IV with this report.
28. CREDIT RATING
The company has not obtained any rating from any Credit Rating Agency during the year.
29. MEETING OF INDEPENDENT DIRECTORS
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the
independent directors of the Company shall hold at least one meeting in a financial year,
without the attendance of non-independent directors and members of the Management.
During the year under review, the Independent Directors met on March 03, 2025 inter
alia, to:
1. Review the performance of the Non- Independent Directors and the Board of Directors
as a whole.
2. Review the performance of the Chairman of the Company, taking into the account of
the views of the Executive and Non- Executive Directors.
3. Assess the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
All the Independent Directors were present in the meeting. At the meeting, the
independent directors discussed, among other matters, the performance of the Company and
risks faced by it, the flow of information to the Board, competition, strategy, leadership
strengths and weaknesses, governance, compliance, Board movements, succession planning,
human resources matters and the performance of the executive members of the Board, and the
Chairman.
The Board is satisfied with the integrity, expertise and experience (including the
proficiency) of the independent directors and their contributions towards the enhancement
of operations of the Company.
30. DECLARATION FROM INDEPENDENT DIRECTORS
All the Independent Directors on the Board have given a declaration of their
independence to the Company as required under section 149(6) of the Companies Act, 2013
& Regulation 16(1)(b) of the Listing Regulations.
During the year under review no new Independent Directors were appointed in the
Company.
31. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS
An Independent Director shall be a person of integrity and possess appropriate balance
of skills, experience and knowledge in one or more fields of finance, law, management,
sales, marketing and technical operations or any other discipline related to the Company's
business. The Company did not have any peculiar relationship or transactions with
non-executive Directors during the year ended March 31, 2025.
32. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration
committee has laid down the evaluation of the performance of Individual Directors and the
Board as a whole. Based on the criteria the exercise of evaluation was carried out through
the structured process covering various aspects of the Board functioning such as
composition of the Board and committees, experience & expertise, performance of
specific duties & obligations, attendance, contribution at meetings, etc. The
performance evaluation of the Chairman and the Non- Independent Directors was carried out
by the Independent Director. The performance of the Independent Directors was carried out
by the entire Board (excluding the Director being evaluated). The Director expressed their
satisfaction with the evaluation process.
33. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the provisions relating to transfer of funds to Investor
education and protection fund does not apply to the Company.
34. CORPORATE SOCIAL RESPONSIBILITY
CSR initiatives and activities are aligned to the requirements of Section 135 of the
Act.
A brief outline of the CSR policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year are set out in Annexure I of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
This Policy is available on the Company's website at
https://anlon.co/uploads/Corporate_Social_Responsibility_Policy.pdf
35. POLICIES OF THE COMPANY
REMUNERATION AND APPOINTMENT POLICY
The Nomination and Remuneration Committee (‘NRC') formulates and recommends to the
Board the appropriate qualifications, positive attributes, characteristics, skills and
experience required for the Board as a whole and its individual members with the objective
of having a Board with diverse backgrounds and experience in business, government,
education and public service. The Policy for appointment and removal of Directors and
determining Directors' independence is available on our website at
https://anlon.co/uploads/11._Nomination_and_Remuneration_Policy.pdf. The committee inter
alia ensures that:
a. The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors and key managerial personnel of the quality required to run
the company successfully.
b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals.
POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION
Your Company has adopted the policy on Materiality of Related Party Transaction to set
out the dealing with the transaction between the Company and its related parties. The
Policy on Materiality of Related Party Transaction has been available on the website of
the Company https://anlon.co/uploads/Related_Party_Transaction_Policy.pdf
POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT
Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for
Director and Senior Management has been available on the website of the Company
https://anlon.co/uploads/Code_of_Conduct_for_Sr_Mgnt_Persnel.pdf
PREVENTION OF INSIDER TRADING
Pursuant to provisions of the regulations, the Board has formulated and implemented a
Code of Conduct to regulate, monitor and report trading by employees and other connected
persons and code of practices and procedure for fair disclosure of unpublished price
Sensitive Information. The same has been available on the website of the Company
https://anlon.co/uploads/Code_of_Conduct_for_Insider_Trading_.pdf
POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY
Pursuant to provision of the regulations, the board has formulated the policy on the
Preservation of Documents & Archive policy. The same has been available at the website
of company at https://anlon.co/uploads/Policy_for_Preservation_of_Documents.pdf
DIVIDEND DISTRIBUTION POLICY
Pursuant to provision of the regulations, the board has formulated the policy on
Dividend Distribution policy. The same has been made available on the website of the
company https://anlon.co/uploads/Investors-Dividend-Distribution-Policy.pdf
BUSINESS RISK MANAGEMENT
The Company has taken various steps in connection with the implementation of Risk
Management measures in terms of provisions contained in the Companies Act, 2013, after
identifying the elements of risks which in the opinion of the Board may threaten the very
existence of the Company. The Company has laid down a comprehensive Risk Assessment and
Minimization Procedure which is reviewed by Board from time to time. Key risks identified
are methodically addressed through mitigating actions on a continuing basis. The policy of
risk management is made available on the website of the company at
https://anlon.co/uploads/Risk_Management_Policy.pdf
VIGIL MECHANISM/WHISTLE BLOWER MECHANISM
Your Company has framed a Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The Vigil Mechanism has been available on the website of the
Company at https://anlon.co/uploads/Whistle_Blower_Policy.pdf
POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION
Your Company has adopted a Policy on Determination and Disclosure of Materiality of
Events and Information. The Policy on Determination and Disclosure of Materiality of
Events and Information has been available on the website of the Company at
https://anlon.co/uploads/Policy_for_Determining_Materiality_of_Events.pdf
36. PARTICULARS REGARDING EMPLOYEES' REMUNERATION
During the year under review, the details of employees drawing remuneration which is in
excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with
rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed herewith as Annexure-V.
The information pertaining to section 197 read with rules 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as
Annexure-V.
37. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section
184(1) as well as information by directors in Form DIR 8 under Section 164(2) and
declarations as to compliance with the Companies Act, 2013 & Listing Regulations.
38. DISQUALIFICATIONS OF DIRECTORS
During the financial year 2024-2025 under review the Company has received Form DIR-8
from all Directors as required under the provisions of Section 164(2) of the Companies
Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014
that none of the Directors of your Company is disqualified to hold office as per provision
of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a
Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter
dated 14th June, 2018 and NSE circular dated 20th June 2018 on the subject
"Enforcement of SEBI orders regarding appointment of Directors by Listed
Companies".
The Directors of the Company have made necessary disclosures, as required under various
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
39. SECRETARIAL STANDARDS
Your directors' states that they have devised proper systems to ensure compliance with
the Secretarial Standards and that such system are adequate and operating effectively.
40. OTHER REGULATORY REQUIREMENT
The Company has been complied with all regulatory requirements of central government
and state government and there were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year impacting the going concern status and
the Company's operations in future.
41. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing
by investors of actions taken on the complaint and its status. Your Company has been
registered on SCORES and makes every effort to resolve all investor complaints received
through SCORES or otherwise within the statutory time limit from the receipt of the
complaint. The Company has not received any complaint on the SCORES during financial year
2024-25.
42. INVESTOR GRIEVANCES REDRESSAL STATUS
During the Financial Year 2024-25, there were no complaints or queries received from
the shareholders of the Company. Company Secretary acts as the Compliance Officer of the
Company is responsible for complying with the provisions of the Listing Regulations,
requirements of securities laws and SEBI Insider Trading Regulations. The Investor can
send their query to cs.anlon@anlon.co.in.
43. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules there under. The policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
The Company has constituted committee (known as the Prevention of Sexual Harassment
(POSH) Committee) under the sexual harassment of women at workplace (prevention,
prohibition, and Redressal) Act, 2013 and complied with the provisions of the same.
The following is the Summary of sexual harassment complaints received and disposed off
during the FY 2024-2025:.
| 1 Number of complaints of sexual harassment received in the year |
Nil |
| 2 Number of complaints disposed off during the year; and |
NA |
| 3 Number of cases pending for more than ninety days. |
NA |
44. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended, and ensures that all eligible women employees are extended the benefits and
protections mandated under the Act, including paid maternity leave and other entitlements.
The Company also promotes a gender-inclusive workplace and is committed to supporting the
health and well-being of women employees through appropriate workplace policies and
practices.
45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review this provision is not applicable on our Company.
46. 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
During the year under review this provision is not applicable on our Company.
47. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROM THE HOLDING OR
SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS A MANAGING OR WHOLE-TIME DIRECTOR 197(14)
During the year under review this provision is not applicable on our Company.
48. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER
During the year, there were no significant and material orders passed by the Regulators
/ Courts which would impact the going concern status of the Company and its future
operations.
49. COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors and Senior Management of the Company have complied with the
Company's Code of Conduct applicable to Board of Directors and Senior Management.
50. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
The company has implemented a robust Familiarization Program for independent directors,
aiming to equip them with the necessary knowledge, insights, and exposure to effectively
discharge their responsibilities. The program includes comprehensive induction, periodic
updates on industry trends, site visits, relevant training programs, access to
information, and regular interactions with senior management. By actively engaging
independent directors and providing them with the necessary resources, we strive to foster
a well-informed and engaged Board that contributes to effective governance and value
creation.
The Policy on Determination and Disclosure of Familiarization Programme for Independent
Directors has been available on the website of the Company at
https://anlon.co/uploads/Familiarization_Programme.pdf
Summary of familiarization programs imparted to Independent Directors
| SL No |
Financial Year |
Date of Programmes |
Purpose |
Total number of hours spent by Independent Directors (hours) |
| 01 |
2024-25 |
28-05-2024 |
Recent Changes in the regulatory framework. |
06.00 |
| 02 |
2024-25 |
04-03-2025 |
Business Model of the Company |
06.00 |
51. STATEMENT OF DEVIATION(S) OR VARIATION
As per the report submitted to the National Stock Exchange on 11.11.2024 there is no
deviation or variations observed in the utilisation of funds raised.
52. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THAT THE MEMBERS OF BOARD
OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF
CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the
provisions of declaration signed by the chief executive officer stating that the members
of board of directors and senior management personnel have affirmed compliance with the
code of conduct of board of directors and senior management shall not apply to the Company
and it does not form the part of the Annual Report for the financial year 2024-25.
53. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES
REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the
provisions of Compliance certificate from either the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance shall not apply to
the Company and it does not form the part of the Annual Report for the financial year
2024-25.
54. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
During the Financial Year 2024 25, no new Independent Directors were appointed on the
Board of the Company. Hence, the requirement to provide the Board's opinion regarding the
integrity, expertise, experience, and proficiency of newly appointed Independent Directors
does not arise for the year under review.
55. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
As all shares of the Company are held in dematerialised form, there is no outstanding
equity in physical mode. Accordingly, the provisions relating to disclosures under the
Demat Suspense Account or Unclaimed Suspense Account, as specified under Para F of
Schedule V of the Listing Regulations are not applicable to the Company.
56. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
UNDER REGULATION 30A(2) OF LISTING REGULATIONS
There are no agreements entered into by the shareholders, promoters, promoter group
entities, related parties, directors, key managerial personnel, employees of the listed
entity or of its holding, subsidiary or associate company, among themselves or with the
listed entity or with a third party, solely or jointly, which, either directly or
indirectly or potentially or whose purpose and effect is to, impact the management or
control of the listed entity or impose any restriction or create any liability upon the
listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule
III of the Listing Regulations.
57. ACKNOWLEDGEMENT
The Directors thank the Company's employees, customers, vendors, investors and academic
partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in
India, concerned Government departments and agencies for their co-operation.
For Anlon Technology Solutions Limited
| Sd/- |
Sd/- |
| Mr. Unnikrishnan Nair P M |
Mrs. Beena Unnikrishnan |
| Managing Director |
Whole-time Director |
| DIN: 01825309 |
DIN: 07222504 |
| Add: 5001, Prestige Apt, |
Add: 5001, Prestige Apt, |
| Eternity Doddaballapur Road, |
Eternity Doddaballapur Road, |
| Ananthpur Gate, Puttenahalli, |
Ananthpur Gate, Puttenahalli, |
| Yelahanka, Bangalore North- 560064 |
Yelahanka, Bangalore North- 560064 |
| Date : 23.07.2025 |
|
Place : Mumbai |
|
|