Dear Shareholders,

We are delighted to present the Fifth (05^th) Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March 2023.

1. FINANCIAL RESULTS

The performance of the Company for the financial year 2022-23 is summarized below:

(Rs. in Lacs)

Standalone and Consolidated

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 503.68 Lacs on Standalone basis in comparison to Rs. 485.90 Lacs in the previous year, showing an increase in business activities of the Company.

The Profit before tax has increased by Rs. 27.08 Lacs showing Rs. 253.98 Lacs in current year, which leads to an increase in profit after tax of Rs. 15.83 Lacs showing Profit after tax of Rs. 189.03 Lacs.

During the year under review, Revenue from Operations and Other Income of the Company stood at Rs. 2296.66 Lacs on Consolidated basis, and Profit before tax was Rs. 546.51 Lacs in current year, which leads to a profit after tax of Rs. 407.76 Lacs.

2. DIVIDEND

The company is planning to venture into and is setting up Industrial unit for manufacturing of 150 KLPD Ethanol Product, DDGS and other allied products at Chandrapur (Tadali) Growth Centre, MIDC Chandrapur. the company will require huge Investments and therefore, looking at the availability of investment opportunities within the company itself, your board has decided not to recommend dividend to the shareholders for the financial year ended 31^st March 2023.

3. AMOUNT TRANSFERRED TO RESERVE

The company has not transferred any amount to any specific reserve fund during the financial year under review.

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, However, company has taken loan from Directors of the company with due compliance of declaration as required pursuant to Companies (Acceptance of Deposits) Rules, 2014.

The company has accepted unsecured loan from its directors and their relatives, details of which is given hereunder:

6. SHARE CAPITAL

During the year under review, the authorized share capital of the company has increased from Rs. 14,00,00,000/- divided into 2,80,00,000 equity shares of Rs. 05 each to Rs. 21,00,00,000/- divided into 4,20,00,000/- equity shares of Rs. 05 each on 26^th August 2022.

The authorized share capital as on 31^st March 2023 is Rs. 21,00,00,000/- (Twenty-One Crores) divided into 4,20,00,000 equity shares of Rs. 05 each.

The Company has made bonus issue of equity share capital in the ratio of 1:2 and has allotted 1,12,86,589 equity shares of Rs. 05 each on 22^nd September 2022.

Further, the company, as per the approval of members in its Extra Ordinary General Meeting held on 11^th November 2022, has issued 25,00,000 convertible share warrants. The company converted 12,83,000 warrants and subsequently issued 12,83,000 equity shares on 19^th November 2022. The number of warrants outstanding as on 31.03.2023 is 12,17,000.

The paid-up share capital of the company as on 31^st March 2023 is Rs. 17,57,13,835.00/- (Rupees Seventeen Crores Fifty-Seven Lakhs Thirteen Thousand Eight Hundred and Thirty- Five) divided into 3,51,42,767 equity shares of Rs. 05 each.

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 31^st March, 2023; 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.

a) Retirement by Rotation

Mrs. Neha Anshu Goel (DIN 08290823), 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 herself for re-appointment. The Board recommends her re-appointment.

After the closure of financial year:

- Mr. Pawan Bansal having DIN: 00312962 tendered his resignation from the company with effect from 11^th August 2023.

- Mr. Dhananjay Subhash Goel having DIN: 08290798 has been appointed as Additional NonExecutive Director of the company with effect from 11^th August 2023.

- Mr. Amar Raykantiwar having DIN: 09438320 has been appointed as the Chairperson of the Board of Directors with effect from 11^th August 2023.

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.

c) Appointment of Company Secretary

During the Year under review, Ms. Suruchi Maheshwari having PAN: DHUPM1889K has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 12^th July,2022 and Ms. Veena Girish Kulkarni was appointed as Company Secretary w.e.f. 13^th July, 2022.

Ms. Veena Girish Kulkarni having PAN: HHQPK5830J has resigned as Company Secretary and Compliance Officer of the Company w.e.f. 23^rd December 2022 and Mr. Abhishek Shrivastav having PAN: KOSPS3671R was appointed as Company Secretary w.e.f. 24^th December,2022.

After the closure of financial year Mr. Abhishek Shrivastav having PAN: KOSPS3671R resigned as the Company Secretary and Compliance officer of the company with effect from 11^th August 2023 and Ms. Vanshika Sharma having PAN: HGOPS5521P was appointed as Company Secretary and Compliance Officer with effect from 12^th August 2023.

12. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATES

During the year under review and after closure of Financial Year the below mentioned changes took place for the following Subsidiaries of the company -

During the year under review the company has no joint ventures or Associate Companies except the subsidiaries 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 31.03.2023 in form of AOC-1 has been attached as "Annexure C to the Director's Report.

13. NUMBER OF MEETINGS OF THE BOARD

Ten Meetings of the Board of Directors were held during the financial year 2022-23:

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 January 20^th, 2023 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

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, 2023, 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.

*Company Secretary shall act as the secretary of this Committee.

During the year under review, 5 (Five) meetings of the Audit Committee were held on 27^th May 2022, 12^th July 2022, 18^th October 2022, 12^th November 2022 and 20^th January 2023.

*After the closure of Financial Year, Mr. Pawan Bansal resigned from the Board of Directors and Audit Committee and subsequently Mr. Amar Raykantiwar was appointed as the Chairperson and Member of Audit Committee with effect from 11^th August 2023.

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.

*Company Secretary shall act as the secretary of this Committee.

During the year under review, 2 (Two) meetings of the Nomination and Remuneration Committee were held on 12^th July 2022 and 23^rd December 2022.

*After the closure of Financial Year, Mr. Pawan Bansal resigned from the Board of Directors and Nomination and Remuneration Committee and subsequently Mr. Amar Raykantiwar was appointed as the Chairperson and Member of Nomination and Remuneration Committee with effect from 11^th August 2023.

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.

*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 20^th January 2023.

*After the closure of Financial Year, Mr. Pawan Bansal resigned from the Board of Directors and Stakeholders Relationship Committee and subsequently Mr. Amar Raykantiwar was appointed as the Chairperson and Member of Stakeholders Relationship Committee with effect from 11^th August 2023.

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.

*Company Secretary shall act as the secretary of this Committee.

During the year under review, 5 (Five) meetings of the Management Committee was held on 27^th May 2022, 03^rd August 2022, 18^th October 2022, 20^th January 2023 and 27^th March 2023.

19. INTERNAL FINANCIAL CONTROLS

Your Company has appointed Mr. Lakshya Chamaria 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.

*After the closure of Financial Year, Mr. Lakshya Chamaria resigned as the Internal Auditor of the Company and subsequently Mr. Anand Acharya was appointed as the Internal Auditor of the Company with effect from 11^th August 2023.

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 2022-23 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: http s://www. alphalo gicinc.com/.

22. MATERIAL CHANGES AND COMMITMENT BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT

The Subsidiary of the Company, Alphalogic Industries Limited, made an Initial Public Issue of 13,41,600 shares of Rs. 10 each at an Issue Price of Rs. 96 per equity share aggregating to Rs. 1287.94 lakhs. Subsequently, Equity Shares of Subsidiary Company got listed on the SME platform of BSE Limited on 14^th July 2023. Apart from the above change, 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.

During the year under review, the foreign exchange earnings were Rs. 1,02,55,650.00/- (Previous Year Rs. 62,76,431.24/-). No foreign exchange expenditure were 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 www.alphalogicinc.com 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 http s://www. alphalo gicinc.com/.

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 Appointed M/s. Patki & Soman, Chartered Accountants, (FRN: 107830W) as Statutory auditor of the company to hold office from the conclusion of First Annual General Meeting (AGM) till the conclusion of the Sixth Annual General Meeting (AGM) to be held in the year 2024. 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 2022-23 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 www.alphalogicinc.com.

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. 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.

38. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

There were no applications made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 201 3:

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") the Company as 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

40. 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 endeavors 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.

41. 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.

For and on Behalf of Board of Directors ALPHALOGIC TECHSYS LIMITED