Alexander Stamps and Coin Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have the pleasure in presenting their 33^rd Annual Report on the
business and operations of the Company and the accounts for the Financial
Year ended on March 31, 2025.

1. FINANCIAL SUMMARYOR HIGHLIGHTS (STANDALONE):

The Board''s Report have been prepared based on the standalone financial
statements of the company.

(Rs. in Lakhs)

Particulars	2024-25	2023-24
Gross Turnover (including Other Income)	44.47	36.25
Profit/ Loss before Interest and Depreciation (EBIDTA)	(1.32)	(7.33)
Finance Charges	-	-
Depreciation and Amortization	2.50	2.52
Total Expenditure	48.30	46.10
Net Profit / (Loss) Before Tax (PBT)	(3.82)	(9.85)
Less: Tax expense	-	-
Net Profit / (Loss) After Tax (PAT)	(3.82)	(9.85)
Other Comprehensive Income	-	-
Total Comprehensive income	-	-

Balance of Profit / (Loss) brought forward	-	-
Balance available for appropriation (after adjusting other equity)	-	-
Surplus / (Deficit) carried to Balance Sheet	(3.82)	(9.85)

2. BRIEF DESCRIPTION OF THE COMPANY''SWORKING DURING THE YEAR/STATE
OF COMPANY''S AFFAIRS:

The Company is in the business of philatelic and numismatic activities. The
Company is one of the leading organizations which is dealing in philatelic and
numismatic activity. The stamps possessed by the Company are rare
collections and collected by various Philatelists. People can also place order
from the website of the Company to purchase these precious assets at
predetermined prices fixed by the Company from time to time.

The department of Numismatics and Philately features remarkable collections
of coinsand stamps. These collectibles offer a visceral connection to the past
with their historical value and geographical aspects. Our collection is enriched
with rare antique pieces that are commemorative of fragments of time.
Collecting such keepsakes is like collecting pieces of time itself. Our
Numismatics division has curated rare vintage coins and currency notes that
have been long out of circulation from countries such as India, Mauritius,
Malaya, Pakistan, and others.

Alexander is an iconic brand with deeply rooted aspirational values in each of
its product offerings. Our endeavor would be to make our brand, products as
well as the overall experience, "Young, contemporary and ever-evolving" in the
eyes of our customer.

Besides strengthening our traditional core values of superior quality and
unapparelled product range for consumers cutting across different social
spectra, our focus will be to grow our consumer franchise.

In addition to this, the Company is also planning to have its own gallery
wherein the Company will place on exhibition, various stamps and other
related literature which includes exhibition on Mahatma Gandhi''s Stamps
issued by the Government of India from time to time. Keeping in view the
above-mentioned requirements, the Company is in the process of
identification of a suitableplace in Vadodara city. However, the Company is
also in discussion with various Philatelists and other organizations to have
various exhibitions to promote philatelic activity in our nation.

Further, to promote digitalization, the Company has also purchased website
namely www.indianstampghar.com which will in turn surely strengthen the
business of the Company.

During the year under review ended on March 31, 2025, your Company has
incurred a loss after tax amounting to Rs 3.82/- lakhs as compared to loss of
Rs. 9.85/- lakhs registered duringthe previous year ended on March 31, 2024.

The Company has taken several measures to ensure the well-being of its
employees including leveraging the power of technology to enable them to
work from home. Further, standing by its core commitment the Company is
navigating through these unprecedented times by building stronger and
deeper relationships with consumers and its partners.

The Board is in talks to have a collaboration in the field players like "Bombay
Auctions" where they are another significant player in the field of numismatics
and philately in India. Established in 1995, they have over two decades of
experience. They operate as numismatic and philatelic dealers, contributing to
market trends and creating value for collectors.

We will continue our efforts with zeal and enthusiasm to create a better future
and offer better value to all our stakeholders.

3. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture
Companies. Hence, details for the same are not required to be mentioned in
the report.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICHTHESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There have been no material changes and commitments, which affect the
financial position of the company which have occurred between the end of
the financial year to which the financial statements relate and the date of this
report.

5. DIVIDEND:

Considering the financial position of the Company, the Board of Directors have
not recommended dividend for the year 2024-25.

6. RESERVES:

The Company has not transferred any amount to general reserve for the year
ended on 31^st March, 2025.

7. BORROWINGS:

The total borrowings of the Company including long-term loans, Unsecured
Loans and working capital facilities stood at Rs. 15,55,000/- (Rupees Fifteen
Lakhs Fifty-Five thousand) as on 31^st March 2025.

8. ANNUAL RETURN:

The Annual Return of the Company for the FY 2024-25 in the prescribed form
MGT-7 as required under section 92(3) of the Act will be available on the
website of the Company i.e. www.alexanderstamps.in.

9. CHANGE IN NATURE OF BUSINESS:

The Company did not change its nature of Business during the period under
review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Change in Directorship:

There is change in the constitution of the Board of the Directors during the
financial year. Ms. Divya Batra, Ms. Tanmaya Arora and Mr. Nikhil Kapoor are
appointed as an Additional Directors with effect from 20^th August, 2024. Said
Directors are going to regularize in the ensuing Annual General Meeting
subject to the approval of Shareholders.

b) Cessation of Directors:

During the year under review, Mr. Vipulchandra Pravinchandra Thakkar, Ms.
Alka Sawhney and Ms. Diksha Kapur are ceased from the post of Director due
to prior commitments and limited availability with effect from 20^th August,
2024.

Further, Mr. Kiran Prakash Shah also ceased to be a Director of the Company
after the end of the financial year due to his unfortunate demise. The Board
places on record its deep appreciation for the valuable contributions made by
him during his tenure and extends heartfelt condolences to his family.

c) Declaration by Independent Directors:

As per the requirement of Section 149 (7) of the Act, Ms. Divya Batra, Mr.
Jignesh Soni and Mr. Nikhil Kapoor, the Independent Directors of the Company,
have submitted their respective declarations that they fulfil the criteria of
independence under Section 149 of the Act, read with Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) Director retiring by rotation:

In accordance with the provisions of the Act and the Company''s Articles of
Association, Mr. Anirudh Sethi (DIN: 06864789), retires by rotation and the
Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, has recommended their re-appointment.

11. NUMBER OF MEETINGS OF THE BOARD: _

During the financial year, the Board met Eleven (11) times as tabled below. A
calendar of Meeting is prepared and circulated in advance to the Directors.

The gap between any two consecutive Board Meetings did not exceed One
Hundred and Twenty days. During the year under review, the following
meetings have been duly held-

• Board Meetings:

Sr. No.	Dates on which the Board Meetings were held	Total Strength of the Board	No. of Directors Present
01.	05-04-2024	6	6
02.	24-05-2024	6	6
03.	30-06-2024	6	6
04.	05-07-2024	6	6
05.	12-08-2024	6	6
06.	20-08-2024	6	6
07.	12-11-2024	6	6
08.	16-12-2024	6	6
09.	08-01-2025	6	6
10.	20-01-2025	6	6
11.	11-02-2025	6	6

Name of Director

Attendance at the Board Meetings held on

Attendance at the AGM held on 10/08/2024

05-04-2024

24-05-2024

30-06-2024

05-07-2024

12-08-2024

20-08-2024

12-11-2024

16-12-2024

08-01-2025

20-01-2025

11-02-2025

Mr. Anirudh P. Sethi

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Ms. Alka Sawhney

Y

Y

Y

Y

Y

Y

N

N

N

N

N

Y

Mr. Jignesh Soni

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Mr. Kiran Prakash Shall

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Ms. Diksha Kapur

Y

Y

Y

Y

Y

Y

N

N

N

N

N

Y

Mr.Vipulchandra Thakkar

Y

Y

Y

Y

Y

Y

N

N

N

N

N

Y

Ms. Divya Batra

N

N

N

N

N

N

Y

Y

Y

Y

Y

N

Ms. Tanmaya Arora

N

N

N

N

N

N

Y

Y

Y

Y

Y

N

Mr. Nikhil Kapoor

N

N

N

N

N

N

Y

Y

Y

Y

Y

N

12. COMMITTEES OF THE BOARD:

(a) Audit Committee

The composition of the Committee is as per the requirements of the provisions
of Section 177 of the Act. Mr. Jignesh Soni is the Chairman of the committee
and Mr. Anirudh Sethi (Managing Director), Ms. Diksha Kapur (Independent
Director, resigned on 20-08-2024), Mr. Vipulchandra Thakkar (Independent
Director, resigned on 20-08-2024), Ms. Divya Batra(appointed as Independent
Director on 20-08-2024), and Mr. Nikhil Kapoor (appointed as Independent
Director on 20-08-2024) are the members.

The Committee was reconstituted during the year owing to the above-
mentioned resignations and new appointments.

Ms. Devanshi Shah initially acted as the Secretary to the Committee; following
her departure from the Company, Mr. Smit Agrawal is currently serving in that
role, the said committee met on four occasions with attendance of all the
members as mentioned in the table below:

The composition of the Audit Committee as at March 31, 2025 and details of
the Members participation at the Meetings of the Committee are as under:

Name of Director	Designation	Attendance at the Committee Meetings held on
		"if M ® PS ¦4 ® 4 ®	n ® r4 ® i fO M	ri ® ® 4 ®	11-11-2024	10-02-2025
Mr. Jignesh Soiii	Independent Director	Y	Y	Y	Y	Y
Mr. Vipulchandra Thakkar	Independent Director	Y	Y	Y	N	N
Mr. Anirudh Sethi	Managing Director	Y	Y	Y	Y	Y
Ms. Diksha Kapur	Independent Director	Y	Y	N	N	N
Ms. Divya Batra	Independent Director	N	N	N	Y	Y
Mr. Nikliil Kapoor	Independent Director	N	N	N	Y	Y

The Audit Committee continues to provide valuable advice and guidance in
the areas of costing, finance, and internal financial controls. The Committee is
governed by terms of reference, which are in line with the regulatory
requirements mandated by the Companies Act, 2013 and Listing Regulations.

The Committee is governed by a Charter which is in line with the regulatory
requirements mandated by the Companies Act, 2013 and SEBI (LODR), 2015.

All the Members on the Audit Committee have the requisite qualification for
appointment on the Committee and possess sound knowledge of finance,
accounting practices and internal controls.

During the year under review, the Audit Committeeheld a separate meeting
with the Statutory Auditors and theInternal Auditor to get their inputs on
significant matters relating to their areas of audit.

(b) Nomination and Remuneration Committee (NRC Committee)

In compliance with Section 178 of the Companies Act, 2013, the Board has
reconstituted the Nomination and Remuneration committee due to the
resignation and subsequent appointment of Independent Directors during the
year. Mr. Nikhil Kapoor has been appointed as a chairman in place of Mr.
Vipulchandra Thakkar and Ms. Divya Batra has been appointed as a member
in place of Ms. Diksha Kapur.

The Committee is governed by terms of reference, which are in line with the
regulatory requirements mandated by the Companies Act, 2013 and Listing
Regulations.

The terms of reference of the Committee, inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management
Employees;

• Identifying and selection of candidates for appointment as Directors
/ Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial
Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and
appointment of Directors, Key Managerial Personneland senior
management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management
Employees based on certain criteria as approved by the Board.

The composition of the Remuneration Committee as at March 31, 2025 and
details of the Members participation at the Meetings of the Committee are as
under:

Name of Director	Designation	Attendance at the Remuneration Meetings held on
		04-07-2024	19-08-2024	11-11 2024	25-03-2025
Mr. Yipuichandra Thakkar	Chairman & Independent Director (Resigned on 20-08-2024)	Y	Y	N	N
Ms, Diksha Kapur	Member & Independent Women Director (Resigned on 20-08-2024)	Y	Y	N	N
Mr. Anirudh Sethi	Member & Managing Director	Y	Y	Y	Y
Mr. Jignesk Soni	Member & Independent Director	Y	Y	Y	Y
Ms, Divya Batra	Independent Director (Appointed on 20-08-2024)	N	N	Y	Y
Mr, Nikhil Kapoor	Chairman & Independent Director (Appointed on 20-08-2024)	N	N	Y	Y

(c) Stakeholders'' Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013
and the SEBI (LODR) Regulation, 2015, the Board has reconstituted the
"Stakeholders'' Relationship Committee" due to the resignation and
subsequent appointment of Independent Directors during the year.

Ms. Divya Batra and Mr. Nikhil Kapoor has been appointed as a member in
place of Ms. Diksha Kapur and Mr. Vipulchandra Thakkar.

The composition of the Stakeholder and relationship Committee as at March
31, 2025 and details of the Members participation at the Meetings of the
Committee are as under:

Name of Director	Designation	Attendance at the Stake holder and relationship Committee held on:
		20-01-2025
Ms. Diksha Kapur	Independent Director	1ST
Mr. Vipulcliandra Thakkar	Independent Director	N
Mr. Anirudh Setlii	Managing Director	Y
Ms. Divya Batra	Independent Director	Y
Mr. Nikhil Kapoor	Independent Director	Y

During the year, following complaints have been received and resolved:

Sr. No.	Name	Particulars
01.	Suman Joshi	Claim of equity shares based on forged share
		certificates

(d) Independent Directors'' Meeting

During the year under review, the Independent Directors had their meeting on
12^th March, 2025 inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board
of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive Directors.

• Evaluation of the quality, content and timelines 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 at the Meeting.

13. ANNUAL EVALUATION:

Pursuant to the provisions of the Act and Regulation 25 of the Listing
Regulations, the Board has carried out an annual evaluation of its own
performance, performance of the Directors individually as well as the
evaluation of the working of the Committees.

The following process was adopted for Board evaluation: -

i. Feedback was sought from each Director about their views on the
performance of the Board covering various criteria such as degree of fulfilment
of key responsibilities, Board structure and composition, establishment, and
delineation of responsibilities to various Committees, effectiveness of Board
processes, information and functioning, Board culture and dynamics, qualityof
relationship between the Board and the Management and efficacy of
communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at the Meeting of
Independent Directors and the NRC. The performance of the Non-Independent
Non-Executive Directors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as a whole) was
discussed by the Chairperson of the NRC with the Chairman of the Board. It
was also presented to the Board.

iv. Assessment of performance of every statutorily mandated Committee of
the Board was conducted and these assessments were presented to the Board
for consideration. Areas on which the Committees of the Board were assessed
included degree of fulfilment of key responsibilities, adequacy of Committee
composition and effectiveness of Meetings.

v. During the year under review, the recommendations made in the previous
year were satisfactorily implemented.

Based on the annual evaluation process and the overall engagement of the
Independent Directors in the affairs of the Company during the year, the Board
of Directors are of the opinion that the Independent Directors of the Company
possess, practice, and preach highest standards of integrity and have the
required experience and expertise in their respective areas which enable them
to provide guidance to the Management and adds value in the Company''s
decision process.

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the
Internal, Statutory and Secretarial Auditorsand the reviews performed by the
Management and the relevant Board Committees, including the Audit
Committee, the Board believes that the Company''s internal financial controls
were adequate and effective during the year ended 31^st March 2025.

Accordingly, pursuant to Section 134(5) of the Act, based on the above and the
representations received from the Operating Management, the Board of
Directors, to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts, the applicable accounting
standards have been followed and that there was no material departure there
from;

ii. They have, in the selection of the accounting policies, consulted the Statutory
Auditors and have applied their recommendations 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 as at 31^st March 2025 and of the
loss of the Company for the year ended on that date;

iii. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities;

iv. They have prepared the annual accountson a going concern basis;

v. They have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively during the year ended 31^st March 2025; and

vi. Proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating
effectively during the year ended 31^st March 2025.

15. REMUNERATION POLICY: _

Based on the recommendations of the NRC, the Board of Directors approved
and adopted a remuneration policy for Directors, Key Managerial Personnel,
and other employees of the Company as required under Section 178(3) of the
Act. The Company has adopted Governance Guidelines which inter alia covers
the composition and role of the Board, Board Appointment, Induction and
Development, Director''s Remuneration, Code of Conduct, Board Effectiveness
Review, and mandates of the Board Committees. The remuneration policy is
placed on the websiteof the Company www.alexanderstamps.in. for reference
and enclosed as "Annexure 1".

16. RISK MANAGEMENT POLICY:

The Company has adopted measures for risk management and mitigation
thereof. A formal risk reporting system has been devised by the Company.
Project Review Committee has been constituted comprising of Directors and
senior officials of the Company to review, assess and mitigate the risks,
conversion of risk into opportunities, problems/ irregularities related to
implementation and execution of projects (including project delay, change in
scope and estimation errors) and implementation of checks and balances for
proper execution of future work.

The key risk management and mitigation practices include those relating to
identification of key risks associated with the business objectives, impact
assessment, risk evaluation and reporting.

17. SHARE CAPITAL:

The paid-up Equity Share Capitalof the Company as on March 31, 2025 was Rs.
9,31,20,000/-. During the year under review,the company has not forfeited any
shares and has not made a bonus issue to the existing shareholders.

Issue of Equity Shares on Preferential basis:

The Company has not issued any equity shares.

Issue of Shares with Differential Rights:

During the year under review, the Company has not issued any shares with
differential voting rights.

Issue of Sweat Equity Share: -

During the year under review, the Company has not issued any sweat equity
shares.

Issue of Employee Stock Options:

During the year under review, the Company has not issued any sweat equity
shares.

Provision of Money by Company for purchase of Its Own Shares by
Employees or by Trustees for the Benefit of Employees:

The Company has no scheme of provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees. Hence the
details under rule 16 (4) of Companies (Share Capital and Debentures) Rules,
2014 are not required to be disclosed.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND:

The provisions relating to transferring any amounts to the Investor Education
and Protection Fund is not applicable to the Company during the year under
review.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure
Requirements) Regulation 2015 with the Stock Exchanges in India, is presented
in a separate section forming part of the Annual Report as "Annexure 2".

20. PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is annexed as
"Annexure-3".

21. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIALYEAR: Not
Applicable

22. 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 THEREASONS
THEREOF: Not applicable

23. INSURANCE:

All the properties including buildings, plant and machinery and stocks have
been adequately insured.

24. ENVIRONMENT AND SAFETY:

The company is conscious of the importance of environmentally clean and
safe operations. The Company''s policy requires conduct of operations in such
a manner, so as to ensure safety of all concerned, compliances of
environmental regulations and preservation of natural resources.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts,
tribunals impacting the going concern status and company''s operations in
future.

26. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has formulated an Audit Committee which meets once in every
quarter to review the financial results, internal financial controls and risk
management system, auditor''s independence, and performance etc. The
Company has also appointed Internal Auditors who perform their duty on the
basis of the scope of work allotted to them time to time.

27. COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT. PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company''s policy relating to appointment of Directors, payment of
Managerial remuneration, Director''s qualifications, positive attributes,
independence of Directors & other related matters as provided under Section
178(3) and 178(4) of the Companies Act, 2013 is maintained by Company.

Nomination and Remuneration Committee has formulated a policy on
remuneration of Directors, Key Managerial Personnel and Senior Management
of the Company. The policy covers the appointment, including criteria for
determining qualification, positive attributes, independence and remuneration
of its Directors, Key Managerial Personnel and Senior Management Personnel.
The Nomination and Remuneration Policy is available on Company''s Website
www.alexanderstamps.in.

28. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the statement containing
the salient feature of the financial statement of a company''s subsidiary or
subsidiaries, associate company or companies and joint venture or ventures is
not applicable to the Company as the Company does not have any
subsidiary/associate or joint venture companies.

29. CODE OF CONDUCT:

The Board of Directors has approved a Code of Business Conduct which is
applicable to the Members of the Board and all employees. The Company
believes in "Zero Tolerance" to bribery and corruption in any form and the
Board has laid down the "Anti-Bribery & Corruption Directive" which forms an
Appendix to the Code. The Code has been posted on the Company''s website
www.alexanderstamps.in.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policyhas been
uploadedon the website of the Company. The Audit Committee shall
overseethe vigil mechanism through the committee and if any ofthe members
of the committee have a conflict of interest in a given case, they should recuse
themselves and the others on the committee would deal with the matter on
hand.

The policy provides protection to the directors, employee and business
associates who report unethical practices and irregularities.

31. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for
dealing in the Company''s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relationto the
Company and duringthe period when the Trading Window is closed.

The policy related to insider trading has been uploaded on the website of the
Company.

All Board of Directors and the designated employees have confirmed
compliance with the Code.

32. AUDITORS OF THE COMPANY:

(a) Statutory Auditors

Pursuant to the recommendation of the Audit Committee, the Board of
Directors and Members of the Company, at their respective meetings held and
had approved the appointment of M/s. M Sahu &Co., Chartered Accountants
(FRN- 130001W) as the Statutory Auditors of the Company for a term of 5 (five)
consecutive years ("First Term") commencing from the Financial Year 2022-23
till the conclusion of 35^th Annual General Meeting to be held in the calendar
year 2027, at mutually agreed remuneration. Under Section 139 of the
Companies Act, 2013 and the Rules made thereunder, it is mandatory to
appoint Statutory Auditors by the Company.

The Auditor''s Report does contain a disclaimer of opinion on the financial
statements for the period ended March 31, 2025. The statements made by the
Auditors in their Report are self-explanatory and do not call for any further
comments.

The auditors have also that they hold a valid certificate issuedby the Peer
Review Board of the Institute of Chartered Accountants of India.

The Auditors have issued unmodified audit opinion on the financial statements
for the financial year ended on March 31^st, 2025. The Auditors'' Report for the
financial year ended on 31^st March, 2025 on the financial statement is the part
of this Annual Report. The report of the Statutory Auditors is enclosed as
"Annexure 6" to this report. Said report is self-explanatory and does not call
for any further comments.

(b) Secretarial Auditor

In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and based on the
recommendation of the Audit Committee, the Board of Directors at their
Meeting held on 5^th July, 2024 had appointed M/s.

Kuldip Thakkar & Associates, Company Secretaries (COP No.: 22442), as the
Secretarial Auditors for the financial year 2024-25.The Secretarial Audit Report
for the financial year 2024- 25 in the prescribed form MR-3 on the audit carried
out by the said Auditor is enclosed to this Report as "Annexure 4".

In compliance with Regulation 24A of the SEBI Listing Regulations and Section
204 of the Act, the Board at its meeting held on May 22, 2025, based on
recommendation of the Audit Committee, has approved the appointment of
Kuldip Thakkar & Associates, Practicing Company Secretaries, a peer reviewed
firm (COP No.: 22442) as Secretarial Auditors of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to
approval of the Members at the ensuing AGM.

(c) Internal Auditor

M/s. Lookman Mansuri & Associates, Chartered Accountants, Vadodara had
conducted the internal audit and has submitted his report for the period
ended on 31.03.2025.

Explanation or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Statutory Auditors:

St. No.	Particulars
1.	Non-Current Investments:
	Observation: We draw attention to the Note No 30 to the Financial Statement with respect to the Investments as stated in Non-Current Investments amounting to ENTR. 113 67.''- Laos, the requisite documents with respect to this investment are not available with the Company, in the absence of sufficient information, the Management has also not prowded for any Impairment for the same and in turn we are unable to comment on the carrying value of Investment made by the Company and the consequent impact thereof on Other Comprehensive Income.
	Comment of Board of Directors: The Board is going to provide sufficient and relevant documents-''data to the Auditor and keep in record for future reference. As market conditions changed, the Board has decided to invest into long term asset class for better returns. The management is also looking for compliance with the stock register within six months from the dare of this report.
2	Assessment of Income Tax Dept: -
	Observation: We draw7 attention to the Note No 27 to the Financial Statements, in respect of the Outstanding Income Tax demand for the Assessment Year 2017-2018, amounting to INR 357.63 Lakhs, for which the Company has neither filed any appeal nor created any provision in the books of accounts. Had the company has provided the same loss wrould have been higher by INR. 3 57.63 Lakhs.
	Comment of Board of Directors: The Company has considered this outstanding demand of Income Tax. For the same, the Board is gomg to take relevant action m coming month.

3.	Inventory valuation:
	Observation: We draw attention to the Note No 29 to the Financial Statements, the inventories as on 31.03.2025 amounting to Rs. 1643.84/- Lakh valued as per Valuation report dated 8th May 2023, stating valuation mentioned in this report as on the date of 31st March 2023. Consequently, we had relied upon the valuation of the inventories as on 31st March 2025 on this valuation report and hence we are unable to ascertain the impact due to deviation in inventory valuation as per Ind AS 2 Inventories.
	Comment of Board of Directors:
	The said amount had been obtained by the Company from Independent Chartered Accountant. Inventory Valuation Report has also been submitted to Statutory Auditor within timeline for then" reference and record. Said observ ation is totally baseless and should not be part of Qualifications.

Explanation or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Secretarial Auditor:

Sr. No.	Relevant provision for Compliance Requirement	Observation	Explanation from Board of Directors
L	Regulation 47 of SEBI (LODR) Regulations, 2015. Advertisements in Newspapers	The company has not advertised the following information: 1. Financial results; 2. Notices given to shareholders by advertisement.	As the Company is small scale and having no profits or reserves in the Book of Accounts. Due to lack of financial budget and administrative constraints, the Board has not come out with any advertisement. However, the Board is planning to fix this non¬ compliance at the earliest.

2.	Regulation 46 and 62 of	The Company was found to have inter alia not disseminated the following on its website: A. Annual reports B. Policies C. Code of Conducts D. Financial Results E. Corporate Governance Related data F. Investor’s Relation related details	There was no willful default WVWWW'' or intent to withhold information, and all disclosures had been duly approved and filed with the respective statutory authorities within prescribed timelines. However, the simultaneous reflection on the website was inadvertently delayed. Upon identification of the issue, immediate corrective actions were taken. Most of the required disclosures have already been uploaded, and a system-driven compliance protocol is now in place to prevent such instances in future.
	SEBI (LODR)
	Regulations 2015

33. COST RECORDS AND COST AUDIT:

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

34. CERTIFICATE ON CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements set out
by the Securities and Exchange Board of India ("SEBI"). The Company has also
implemented several best governance practices.

The requirement to issue corporate governance report is not applicable to the
Company.

Regulation 15 (2) of the Listing Regulations states that:

"The compliance with the corporate governance provisions as specified in
regulations 17, 17A, 18, 19, 20, 21,22,23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of
sub-regulation (2) of regulation 46 and Para C, D and E of ScheduleV shall not
apply, in respect of -

(a) the listed entity having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupeestwenty-five crore, as on the last
day of the previous financial year.

(b) the listed entity which has listed its specified securities on the SME
Exchange.

In case of your Company, the paid-up equity share capital of the ALEXANDER
STAMPS AND COIN LIMITED is Rs. 9,31,20,000/- and having total net worth of Rs.
16,79,27,582.50/- as on 31^st March 2025. As per the companyfalls within the
ambit of the aforesaid exemption "a," compliance with the Corporate
Governance provisions specified in the aforesaid Regulations shall not be
applicable to the Company.

35. DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirement of the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated
a Policy on Prevention of Sexual Harassment of Woman at Workplace for
prevention, prohibition and redressal of sexual harassment at workplace and
Internal Complaint Committee has also been set up to redress any such
complaints received. Training/awareness programs are conductedthroughout
the year to create sensitivity towards ensuring respectable workplace.

The Company periodically sessions for employees across the organization to
build awareness about the policy and the provision of Sexual Harassment Act.

All employees (permanent, contractual, temporary, trainees) are covered
under the policy.

No sexual harassment complaint has been received by the Company during
the year 2024-25.

36. VIGIL MECHANISM/ WHISTLE BLOWERPOLICY:

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder
and the Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has established a Vigil
Mechanism for directors and employees to report genuine concerns about any
instance of any irregularity, unethical practice, and/or misconduct.

37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY & RISK MANAGEMENT:

The Company has adopted adequate internal financial controls,
commensurate with the size and complexity of its operations. During the year,
such controls were tested and no reportable material weakness in the design
or operations was observed. The Companyhas policies and procedures in
place for ensuring proper and efficient conduct of its business,the
safeguarding of its assets,the prevention and detectionof frauds and errors,
the accuracy and completeness of accounting records and the timely
preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the
Indian Accounting Standards (Ind-AS) and the Act. These are in accordance
with the generally accepted accounting principles in India. Changes in policies,
if required, are made in consultation with the Auditors and are approved by
the Audit Committee.

The Company''s internal audit system is geared towards ensuring adequate
internal controls commensurate with the size and needs of the business, with
the objective of efficient conduct of operations throughadherence to the
Company''s policies, identifying areas of improvement, evaluating the reliability
of financial statements, ensuring compliances with applicable laws and
Regulations, and safeguarding of assets from unauthorized use.

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal,
Statutory, and Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors, and the reviews
performed by the Management and the relevant Board and Committees,
including the Audit Committee, the Board is of the opinion that the Company''s
internal financial controlswere adequate and effective duringthe year 2024-25

38. SHARE REGISTRAR& TRANSFER AGENT:

MCS Share Transfer Agent Limited ("MCS"), a SEBI registered Registrar &
Transfer Agent ("RTA") has been appointed as the Company''s RTA. The contact
detail of MCS is mentioned in the Notice of AGM.

39. CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER:

A compliance certificate by Chief Executive Officer and Chief Financial Officer
as required by Regulation 17(8) and Regulation 33 read with part B of schedule

11 of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 has
been provided in "Annexure 5".

40. DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section
73 ofthe Companies Act, 2013 and the Companies(Acceptance of Deposits)
Rules, 2014 and no deposits are subsisting as on date.

41. REPORTING OF FRAUD BY THE AUDITOR:

In terms of Section 134 (3) (ca) report by the Board of Directors is required to
include the detailsin respect of frauds reportedby auditors under sub-section

12 of section 143 other than those which are reportable to the Central
Government. No such fraud was reported by the auditor during the period
under review.

42. SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable
provisions of secretarial standards issued by the Institute of Company
Secretaries of India on Board Meetings, General Meetings and Report of the
Board of Directors.

43. CREDIT RATINGS:

Requirement to take Credit ratings is not applicable to the Company during
the year under review.

44. BUSINESS RESPONSIBILITY REPORT:

As per regulation 34(2) of SEBI Listing Regulations, 2015, inter alia, provides that
the annual report of the top 1000 listed entities based on market capitalization
(calculated as on 31^st March of every financial year) shall includea Business
Responsibility Report (BRR).

Since your company does not fall under the ambit of the said provision
therefore the requirement of the said reporting does not arise for the year
under review.

45. INDIAN ACCOUNTING STANDARDS:

The standalone financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (the ''Ind AS'') prescribed
under section 133 of the Companies Act, 2013 (the ''Act'').

46. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186:

The Company has neither given any loans or guarantee, nor provided any
security in connection with any loan to any Body Corporate or person, nor has
it acquired by subscription, purchase or otherwise, the securities of any Body
Corporate as provided under Section 186 of the Act.

47. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company did not enter into any contracts,
arrangements, or transactions with related parties requiring disclosure.
Accordingly, the disclosure of particulars in Form AOC-2 is not applicable.

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

The Company is in the field of buying and selling of rare stamps, coins, paper
money, medals, postcards, original photos, autographs, newspapers and more
of philately & numismatics collection. As per the objectof the Company the
above- mentioned clause is not applicable.

Hence, the disclosure required in Section134(3) (m) of the CompaniesAct, 2013
are not applicable to the Company.

49. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of corporate social responsibility are not applicable to your
Company during the year under review.

50. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government Authorities,
Customers, and Shareholders during the year.

Your directors also wish to take on record their deep sense of appreciation for
the committed services of the employees at all levels. We place on record our
appreciation for the contribution made by our employees at all levels.

The Directors place on record their sincere appreciation to all the employees of
the Company for their unstinted commitment and continued contribution to
the Company.

Registered Office By Order of the Board

SF-7, Silver Rock Complex, For Alexander Stamps & Coin Limited

Near Dairy Teen Rasta,

Makarpura, Vadodara-390014.

Sd/-

Anirudh Sethi
Chairman
DIN: 06864789
Date: 22/07/2025
Place: Vadodara

---

Mar 31, 2024

Your directors have the pleasure in presenting their 32^nd Annual Report on the
business and operations of the Company and the accounts for the Financial Year
ended on March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS (STANDALONE):

The Board’s Report have been prepared based on the standalone financial
statements of the company.

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Gross Turnover (including Other Income)	36.25	55.05
Profit before Interest and Depreciation (EBIDTA)	7.33	0.41
Finance Charges	-	0.14
Depreciation and Amortization	2.52	2.10
Total Expenditure	46.10	56.74
Net Profit / (Loss) Before Tax (PBT)	(9.85)	(1.69)
Less: Tax expense	--	--
Net Profit / (Loss) After Tax (PAT)	(9.85)	(1.69)
Other Comprehensive Income	-	-
Total Comprehensive income	-	-
Balance of Profit / (Loss) brought forward	-	-
Balance available for appropriation (after adjusting other	-	-
equity)
Surplus / (Deficit) carried to Balance Sheet	(9.85)	(1.69)

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING
THE YEAR/STATE OF COMPANY’S AFFAIRS:

The Company is in the business of philatelic and numismatic activities. The
Company is one of the leading organizations which is dealing in philatelic and
numismatic activity. The stamps possessed by the Company are rare collections
and collected by various Philatelists. People can also place order from the
website of the Company to purchase these precious assets at predetermined
prices fixed by the Company from time to time.

The Company has also participated in a three-day philately and numismatics
exhibition, ‘Gandhipex 2022,’ with Mahatma Gandhi as the theme commenced
at Gandhi Memorial Museum. Rare stamps and commemorative coins
celebrating Mahatma Gandhi were on display.

The department of Numismatics and Philately features remarkable collections of
coins and stamps. These collectibles offer a visceral connection to the past with
their historical value and geographical aspects. Our collection is enriched with
rare antique pieces that are commemorative of fragments of time. Collecting
such keepsakes is like collecting pieces of time itself. Our Numismatics division
has curated rare vintage coins and currency notes that have been long out of
circulation from countries such as India, Mauritius, Malaya, Pakistan, and others.

Alexander is an iconic brand with deeply rooted aspirational values in each of
its product offerings. Our endeavor would be to make our brand, products as well
as the overall experience, “Young, contemporary and ever-evolving” in the eyes
of our customer.

Besides strengthening our traditional core values of superior quality and
unapparelled product range for consumers cutting across different social spectra,
our focus will be to grow our consumer franchise.

In addition to this, the Company is also planning to have its own gallery wherein
the Company will place on exhibition, various stamps and other related literature
which includes exhibition on Mahatma Gandhi’s Stamps issued by the
Government of India from time to time. Keeping in view the above-mentioned
requirements, the Company is in the process of identification of a suitable place
in Vadodara city. However, the Company is also in discussion with various
Philatelists and other organizations to have various exhibitions to promote
philatelic activity in our nation.

Further, to promote digitalization, the Company has also purchased website
namely www.indianstampghar.com which will in turn surely strengthen the
business of the Company.

During the year under review ended on March 31, 2024, your Company has
incurred a loss after tax amounting to Rs. 9.85/- lakhs as compared to loss of Rs.
1.69/- lakhs registered during the previous year ended on March 31, 2023.

The Company has taken several measures to ensure the well-being of its
employees including leveraging the power of technology to enable them to work
from home. Further, standing by its core commitment the Company is navigating
through these unprecedented times by building stronger and deeper relationships
with consumers and its partners.

The Board is in talks to have a collaboration in the field players like “Bombay
Auctions” where they are another significant player in the field of numismatics
and philately in India. Established in 1995, they have over two decades of
experience. They operate as numismatic and philatelic dealers, contributing to
market trends and creating value for collectors.

We will continue our efforts with zeal and enthusiasm to create a better future
and offer better value to all our stakeholders.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have any Subsidiaries, Associate and Joint Venture
Companies. Hence, details for the same are not required to be mentioned in the
report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING
THE FINANCIAL POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT:

There have been no material changes and commitments, which affect the
financial position of the company which have occurred between the end of the
financial year to which the financial statements relate and the date of this report.

DIVIDEND:

Considering the financial position of the Company, the Board of Directors have
not recommended dividend for the year 2023-24.

RESERVES:

The Company has not transferred any amount to general reserve for the year
ended on 31^st March, 2024.

BORROWINGS:

The total borrowings of the Company including long-term loans, Unsecured
Loans and working capital facilities stood at Rs 3 lakhs as on 31^st March 2024.

ANNUAL RETURN:

The Annual Return of the Company for the FY 2023-24 in the prescribed form
MGT-7 as required under section 92(3) of the Act is available on the website of
the Company i.e. www.alexanderstamps.in.

CHANGE IN NATURE OF BUSINESS:

The Company did not change its nature of Business during the period under
review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Change in Directorship:

There is change in the constitution of the Board of the Directors during the
financial year. Mr. Jignesh Mukeshbhai Soni was appointed as an
Additional director with effect from 14^th August, 2023. Said Director is
going to regularize in ensuing Annual General Meeting subject to approval
of Shareholders.

b) Cessation of Directors:

During the year under review, Mr. Ramavatar Jain was ceased from the post
of Director due to his death with effect from 08^th January, 2023.

c) Declaration by Independent Directors:

As per the requirement of Section 149 (7) of the Act, Mr. Vipul Thakkar,
Mr. Jignesh Soni and Ms. Diksha Kapur, the Independent Directors of the
Company, have submitted their respective declarations that they fulfil the
criteria of independence under Section 149 of the Act, read with Regulation
25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

d) Director retiring by rotation:

In accordance with the provisions of the Act and the Company’s Articles
of Association, Mr. Anirudh Sethi (DIN: 06864789), retires by rotation and
the Board of Directors, on the recommendation of the Nomination and
Remuneration Committee, has recommended their re-appointment.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year, the Board met Eight (8) times as tabled below. A
calendar of Meetings is prepared and circulated in advance to the Directors. The
gap between any two consecutive Board Meetings did not exceed One Hundred

and Twenty days. During the year under review, the following meetings have
been duly held-

• Board Meetings:

Sr. No.	Dates on which the Board Meetings were held	Total Strength of the Board	No. of Directors Present
01.	30.05.2023	5	5
02.	21.07.2023	5	5
03.	14.08.2023	5	5
04.	01.10.2023	6	6
05.	06.11.2023	6	6
06.	08.11.2023	6	6
07.	18.12.2023	6	6
08.	12.02.2024	6	6

Name of Director	Attendance at the Board Meetings held							on	Attendance at the AGM held on 26/08/2023
	30.05.2023	21.07.2023	14.08.2023	01.10.2023	06.11.2023	08.11.2023	18.12.2023	12.02.2024
Mr. Anirudh P. Sethi	Y	Y	Y	Y	Y	Y	Y	Y	Y
Ms. Alka Sawhney	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Jignesh Soni	N	N	N	Y	Y	Y	Y	Y	N
Mr. Kiran Prakash Shah	Y	Y	Y	Y	Y	Y	Y	Y	Y
Ms. Diksha Kapur	Y	Y	Y	Y	Y	Y	Y	Y	Y
Mr. Vipulchandra	Y	Y	Y	Y	Y	Y	Y	Y	Y
Thakkar

COMMITTEES OF THE BOARD

(a) Audit Committee

The composition of the Committee is as per the requirements of the provisions
of Section 177 of the Act. Mr. Jignesh Soni is the Chairman of the committee
and Mr. Anirudh Sethi, Managing Director, Ms. Diksha Kapur, Independent
Director and Mr. Vipulchandra Thakkar, Independent Director are the members
and Mr. Rishi Kakkad was act as a Secretary to the Committee (currently after
Mr. Rishi departed the Company, Ms. Pranali Dholabhai is acting as a Secretary
to the Committee), the said committee met on four occasions with attendance of
all the members as mentioned in the table below:

The composition of the Audit Committee as at March 31, 2024 and details of the
Members participation at the Meetings of the Committee are as under:

Name of Director	Designation	Attendance at the Committee Meetings held on
		30.05.2023	14.08.2023	08.11.2023	15.02.2024
Mr. Vipulchandra Thakkar	Independent Director	Y	Y	Y	Y
Mr. Jignesh Soni	Independent Director	N	N	Y	Y
Mr. Anirudh Sethi	Managing Director	Y	Y	Y	Y
Ms. Diksha Kapur	Independent Director	Y	Y	Y	Y

The Audit Committee continues to provide valuable advice and guidance in the
areas of costing, finance, and internal financial controls. The Committee is
governed by terms of reference, which are in line with the regulatory
requirements mandated by the Companies Act, 2013 and Listing Regulations.

The Committee is governed by a Charter which is in line with the regulatory
requirements mandated by the Companies Act, 2013 and SEBI (LODR), 2015.

All the Members on the Audit Committee have the requisite qualification for
appointment on the Committee and possess sound knowledge of finance,
accounting practices and internal controls.

During the year under review, the Audit Committee held a separate meeting with
the Statutory Auditors and the Internal Auditor to get their inputs on significant
matters relating to their areas of audit.

(b) Nomination and Remuneration Committee(NRC Committee):

In compliance with Section 178 of the Companies Act, 2013, the Board has
constituted the Nomination and Remuneration committee having sufficient
quorum. The Committee is governed by terms of reference, which are in line
with the regulatory requirements mandated by the Companies Act, 2013 and
Listing Regulations.

The terms of reference of the Committee, inter alia, include the following:

♦> Succession planning of the Board of Directors and Senior Management
Employees;

♦> Identifying and selection of candidates for appointment as Directors/
Independent Directors based on certain laid down criteria;

♦> Identifying potential individuals for appointment as Key Managerial
Personnel and to other Senior Management positions;

♦> Formulate and review from time to time the policy for selection and
appointment of Directors, Key Managerial Personnel and senior management
employees and their remuneration;

♦> Review the performance of the Board of Directors and Senior Management
Employees based on certain criteria as approved by the Board.

The composition of the Remuneration Committee as at March 31, 2024 and
details of the Members participation at the Meetings of the Committee are as
under:

Name of Director	Designation	Attendance at the Remuneration Meetings held on
		14.08.2023	01.10.2023	18.12.2023	12.02.2024
Mr. Vipulchandra Thakkar	Chairman & Independent Director	Y	Y	Y	Y
Ms. Diksha Kapur	Member & Independent Women Director	Y	Y	Y	Y
Mr. Anirudh Sethi	Member & Managing Director	Y	Y	Y	Y
Mr. Jignesh Soni	Member & Independent Director	N	Y	Y	Y

(c) Stakeholders’ Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013
and the SEBI (LODR) Regulation, 2015, the Board has reconstituted the
“Stakeholders’ Relationship Committee” on 12.02.2023 due to demise of Mr.
Ramavatar Jain. Mr. Vipulchandra Thakkar has been appointed as a member in
place of Mr. Ramavatar Jain.

The composition of the Stake holder and relationship Committee as at March 31,
2024 and details of the Members participation at the Meetings of the Committee
are as under:

Name of Director	Designation	Attendance at the Stake holder and relationship Committee held on
		30.05.2023	14.08.2023	01.10.2023	18.12.2023
Ms. Diksha Kapur	Independent Director	Y	Y	Y	Y
Mr. Vipulchandra Thakkar	Independent Director	Y	Y	Y	Y
Mr. Anirudh Sethi	Managing Director	Y	Y	Y	Y

During the year, following complaints have been received and resolved:

Sr. no	Name	Particulars
01.	Ram Kishor Rathi	Non-receipt of Equity shares (Demat & Physical)/ Non updation of address
02.	Pushpa Rathi	Non-receipt of Equity shares (Demat & Physical)/ Non updation of address and Transfer
03.	Suman Meena	REVERSAL Trade
04.	Mukesh Shah	Non- receipt of Bonus Share

(d) Independent Directors’ Meeting

During the year under review, the Independent Directors had their meeting on

12^th March, 2024 inter alia, to discuss:

♦> Evaluation of the performance of Non-independent Directors and the Board
of Directors as a whole.

♦♦♦ Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive Directors.

♦> Evaluation of the quality, content and timelines 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 at the Meeting.

ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations,
the Board has carried out an annual evaluation of its own performance,
performance of the Directors individually as well as the evaluation of the working
of the Committees.

The following process was adopted for Board evaluation:

i. Feedback was sought from each Director about their views on the performance
of the Board covering various criteria such as degree of fulfilment of key
responsibilities, Board structure and composition, establishment, and
delineation of responsibilities to various Committees, effectiveness of Board
processes, information and functioning, Board culture and dynamics, quality of
relationship between the Board and the Management and efficacy of
communication with external stakeholders.

ii. The feedback received from all the Directors was discussed at the Meeting of
Independent Directors and the NRC. The performance of the Non-Independent
Non-Executive Directors and Board Chairman was also reviewed by them.

iii. The collective feedback on the performance of the Board (as a whole) was
discussed by the Chairperson of the NRC with the Chairman of the Board. It
was also presented to the Board.

iv. Assessment of performance of every statutorily mandated Committee of the
Board was conducted and these assessments were presented to the Board for
consideration. Areas on which the Committees of the Board were assessed
included degree of fulfilment of key responsibilities, adequacy of Committee
composition and effectiveness of Meetings.

v. During the year under review, the recommendations made in the previous year
were satisfactorily implemented.

Based on the annual evaluation process and the overall engagement of the
Independent Directors in the affairs of the Company during the year, the Board of
Directors are of the opinion that the Independent Directors of the Company
possess, practice, and preach highest standards of integrity and have the required
experience and expertise in their respective areas which enable them to provide
guidance to the Management and adds value in the Company’s decision process.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal,
Statutory and Secretarial Auditors and the reviews performed by the Management
and the relevant Board Committees, including the Audit Committee, the Board
believes that the Company’s internal financial controls were adequate and
effective during the year ended 31^st March 2024.

Accordingly, pursuant to Section 134(5) of the Act, based on the above and the
representations received from the Operating Management, the Board of Directors,
to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards
have been followed and that there was no material departure therefrom;

ii. They have, in the selection of the accounting policies, consulted the Statutory
Auditors and have applied their recommendations 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 as at 31^st March 2024 and of
the loss of the Company for the year ended on that date;

iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively during the year ended 31st March 2024; and

vi. Proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating
effectively during the year ended 31st March 2024.

REMUNERATION POLICY:

Based on the recommendations of the NRC, the Board of Directors approved and
adopted a remuneration policy for Directors, Key Managerial Personnel and other
employees of the Company as required under Section 178(3) of the Act. The
Company has adopted Governance Guidelines which inter alia covers the
composition and role of the Board, Board Appointment, Induction and
Development, Director’s Remuneration, Code of Conduct, Board Effectiveness
Review, and mandates of the Board Committees. The remuneration policy is
placed on the website of the Company www.artson.net for reference and enclosed
as “Annexure 1”.

RISK MANAGEMENT POLICY:

The Company has adopted measures for risk management and mitigation thereof.
A formal risk reporting system has been devised by the Company. Project Review
Committee has been constituted comprising of Directors and senior officials of
the Company to review, assess and mitigate the risks, conversion of risk into
opportunities, problems/ irregularities related to implementation and execution of
projects (including project delay, change in scope and estimation errors) and
implementation of checks and balances for proper execution of future work.

The key risk management and mitigation practices include those relating to
identification of key risks associated with the business objectives, impact
assessment, risk evaluation and reporting.

SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31,2024 was Rs.
9,31,20,000/-. During the year under review, the company has not forfeited any
shares and has not made a bonus issue to the existing shareholders.

Issue of Equity Shares on Preferential basis:

The Company has not issued any equity shares.

Issue of Shares with Differential Rights:

During the year under review, the Company has not issued any shares with
differential voting rights.

Issue of Sweat Equity Share:

During the year under review, the Company has not issued any sweat equity
shares.

Issue of Employee Stock Options:

During the year under review, the Company has not issued any sweat equity
shares.

Provision of Money by Company for purchase of Its Own Shares by Employees
or by Trustees for the Benefit of Employees:

The Company has no scheme of provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees. Hence the
details under rule 16 (4) of Companies (Share Capital and Debentures) Rules,
2014 are not required to be disclosed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

The provisions relating to transferring any amounts to the Investor Education
and Protection Fund is not applicable to the Company during the year under
review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure
Requirements) Regulation 2015 with the Stock Exchanges in India, is presented
in a separate section forming part of the Annual Report as “Annexure 2”.

PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is annexed as
“Annexure-3”.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF
2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR: Not Applicable

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: Not applicable

INSURANCE:

All the properties including buildings, plant and machinery and stocks have been
adequately insured.

ENVIRONMENT AND SAFETY:

The company is conscious of the importance of environmentally clean and safe
operations. The Company’s policy requires conduct of operations in such a
manner, so as to ensure safety of all concerned, compliances of environmental
regulations and preservation of natural resources.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts,
tribunals impacting the going concern status and company’s operations in future.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:

The Company has formulated an Audit Committee which meets once in every
quarter to review the financial results, internal financial controls and risk
management system, auditor’s independence and performance etc. The
Company has also appointed Internal Auditors who perform their duty on the
basis of the scope of work allotted to them time to time.

COMPANY’S POLICY RELATING TO DIRECTOR’S APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR
DUTIES:

The Company’s policy relating to appointment of Directors, payment of
Managerial remuneration, Director’s qualifications, positive attributes,
independence of Directors and other related matters as provided under Section
178(3) and 178(4) of the Companies Act, 2013 is maintained by Company.
Accordingly, Board based on the recommendation of the Nomination and
Remuneration Committee has formulated a policy on remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company. The policy
covers the appointment, including criteria for determining qualification, positive
attributes, independence and remuneration of its Directors, Key Managerial
Personnel and Senior Management Personnel. The Nomination and
Remuneration Policy is available on Company’s Website

www.alexanderstamps.in.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing
the salient feature of the financial statement of a company’s subsidiary or
subsidiaries, associate company or companies and joint venture or ventures is
not applicable to the Company as the Company does not have any
subsidiary/associate or joint venture companies.

CODE OF CONDUCT

The Board of Directors has approved a Code of Business Conduct which is
applicable to the Members of the Board and all employees. The Company
believes in “Zero Tolerance” to bribery and corruption in any form and the Board
has laid down the “Anti-Bribery & Corruption Directive” which forms an
Appendix to the Code. The Code has been posted on the Company’s website
www.alexanderstamps.in.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act,
2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil
Mechanism Policy has been uploaded on the website of the Company. The Audit
Committee shall oversee the vigil mechanism through the committee and if any
of the members of the committee have a conflict of interest in a given case, they
should recuse themselves and the others on the committee would deal with the
matter on hand.

The policy provides protection to the directors, employee and business associates
who report unethical practices and irregularities.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading
with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the
Company’s shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the
Trading Window is closed.

The policy related to insider trading has been uploaded on the website of the
Company.

All Board of Directors and the designated employees have confirmed
compliance with the Code.

AUDITORS OF THE COMPANY

a) Statutory Auditors

Pursuant to the recommendation of the Audit Committee, the Board of Directors
and Members of the Company, at their respective meetings held and had
approved the appointment of M/s. M Sahu & Co., Chartered Accountants (FRN-
130001W) as the Statutory Auditors of the Company for a term of 5 (five)
consecutive years (“First Term”) commencing from the Financial Year 2022-
2023 till the conclusion of 35 ^th Annual General Meeting to be held in the calendar
year 2027, at mutually agreed remuneration. Under Section 139 of the
Companies Act, 2013 and the Rules made thereunder, it is mandatory to appoint
Statutory Auditors by the Company.

The Auditor’s Report does contain a disclaimer of opinion on the financial
statements for the period ended March 31, 2024. The statements made by the
Auditors in their Report are self-explanatory and do not call for any further
comments.

The auditors have also that they hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.

The Auditors have issued unmodified audit opinion on the financial statements
for the financial year ended on March 31^st, 2024. The Auditors’ Report for the
financial year ended on 31^st March, 2024 on the financial statement is the part of
this Annual Report. The report of the Statutory Auditors is enclosed as
“Annexure 7” to this report. Said report is self-explanatory and does not call
for any further comments.

b) Secretarial Auditor:

In terms of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, and based on the
recommendation of the Audit Committee, the Board of Directors at their Meeting
held on 5^th July, 2024 had appointed M/s. Kuldip Thakkar & Associates,
Company Secretaries (COP No.: 22442), as the Secretarial Auditors for the
financial year 2023-24. The Secretarial Audit Report for the financial year 2023¬
24 in the prescribed form MR-3 on the audit carried out by the said Auditor is
enclosed to this Report as “Annexure 4”.

Internal Auditor:

M/s. Lookman Mansuri & Associates, Chartered Accountants, Vadodara had
conducted the internal audit and has submitted his report for the period ended on
31.03.2024.

Explanation or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Statutory Auditors:

Sr.	Particulars
No.

1.	Non-Current Investments :
	Observation: We draw attention to the Note No 3 to the Financial Results, with respect to the Investments as stated in Non-Current Investments amounting to INR 113.67/- Lacs, the requisite documents with respect to this investment are not available with the Company, in the absence of sufficient information, the Management has also not provided for any Impairment for the same and in turn we are unable to comment on the carrying value of Investment made by the Company and the consequent impact thereof on Other Comprehensive Income.
	Comment of Board of Directors: The Board is going to provide sufficient and relevant documents/data to the Auditor and keep in record for future reference. As market conditions changed, the Board has decided to invest into long term asset class for better returns. The management is also looking for compliance with the stock register within six months from the date of this report.
2.	Assessment of Income Tax Dept:-
	Observation: We draw attention to the Note No 5 to the Financial Results, in respect of the Outstanding Income Tax demand for the Assessment Year 2017-2018, amounting to INR 344.56 Lakhs, for which the Company has neither filed any appeal nor created any provision in the books of accounts.
	Comment of Board of Directors: The Company has considered this outstanding demand of Income Tax. For the same, the Board is going to take relevant action in coming month.
3.	Inventory valuation:
	Observation: We draw attention to the Note No 29 to the Financial Statements, the inventory valuation as on 31.03.2024 include Inventories amounting to Rs. 1641.62/- Lakh valued as per Valuation report dated 8th May 2023, stating valuation as on 31 st March 2023 Consequently, we had relied upon for the valuation of the inventories as on 31st March ,2024 also. we are unable to ascertain the impact due to deviation in inventory valuation on the Ind AS Financial statements as on 31.03.2024.
	Comment of Board of Directors:

	The said amount had been obtained by the Company from Independent
	Chartered Accountant. Inventory Valuation Report has also been submitted
	to Statutory Auditor within timeline for their reference and record.
	Said observation is totally baseless and should not be part of Qualifications.

Explanation or Comments on Qualifications, Reservations or Adverse
Remarks or Disclaimers made by the Secretarial Auditor:

Sr. no.	Relevant provision for Compliance Requirement	Observation	Explanation from Board of Directors
1.	Regulation 31(4) of SEBI (SAST) Regulations, 2011	It is observed that the promoters have not filed the declaration under reg. 31(4) of SEBI SAST Regs, 2011.	After getting into notice, the Promoter has acted and submit the same on priority. Due to lack of the responsibility and requirement, said reporting missed out by the Promoter of the Company.
2.	Regulation 40(10) of SEBI (LODR) Regulations 2015 for the year ended March 31, 2023	The Company shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within thirty days from the end of the financial year. The Company was failed to submit the same within specified time period.	After come to knowledge, the Board complied with the said requirement. For the future course, the Board will take care and act on prompt basis.
3.	Regulation 47 of SEBI (LODR) Regulations, 2015, Advertisements in Newspapers	The company has not advertised the following information: 1. Notice of board meeting, where financial results shall be discussed; 2. Financial results; 3. Notices given to shareholders by advertisement.	As the Company is small scale and having no profits or reserves in the Book of Accounts. Due to lack of financial budget and administrative constraints, the Board has not come out with any advertisement. However, the Board is planning to fix this non¬ compliance at the earliest.
4.	Regulation 46 and 62 of SEBI (LODR) Regulations 2015	The Company was found to have inter alia not disseminated the following on its website:	Due to technical glitch occurred with the IT Systems and website of the Company, the Company

		A. Annual reports B. Policies C. Code of Conducts D. Financial Results E. Corporate Governance Related data F. Investor’s Relation related details	was failed to submit requisite details on time. Currently, all IT systems and website are working smoothly. The Board has filed all requisite data on its website.
5.	Regulation 34 of SEBI (LODR) Regulations, 2015	Late submission of Annual Report for the FY 2022-23 with Stock Exchange	The Board has missed the timeline due to busy schedule while preparing for Annual Report and convening AGM. Now onwards, the Board will take care for timely submission with the Stock Exchange and other concerned Stakeholders.
6.	Regulation 46 and 62 of SEBI (LODR) Regulations 2015	The Company has failed to provide Weblink of website where all requisite documents have been published with the Stock Exchange within specified timeframe.	Due to downtime of Company’s website, the Company was not in position to share any weblink. After fixing the website related issue, the Company has provided the same to the Stock Exchange.
7.	Regulation 44 of SEBI (LODR) Regulations, 2015	The Company is required to furnish the details of its voting results in the prescribed format within Two workings days of conclusion of its General Meeting. In this regard, it is observed that the Company has not submitted the Voting Result in XBRL mode as per Exchange Circular number DCS/COMP/20/2016-17 dated January 18, 2017.	The Company doesn’t have any technical support at said point of time. After reaching to XBRL expert, the Company has submitted the same with the Authority. At the current stage, the Board has execute permanent tie-up with XBRL Service Agency. Hence, no delay in XBRL related report won’t be happen in future course.
8.	Regulation 30(6) and Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015	It is observed from disclosure made under corporate announcement related to Outcome of Board Meeting to consider Financial Results, as required under Para A.4 of Part A of Schedule III of SEBI (LODR) Regulations, 2015 mentioned above, that the same is not	The Board has tried its best to submit within 30 minutes. However, due to technical glitch at BSE’s website, the reporting was late by 4 min i.e. the Company has submitted at 34th Minute instead of 30th Minute.

			disclosed within 30 minutes of the closure of the meeting dated 8th November 2023.
9.	Pursuant to Schedule IV and Section 149(8) of the Companies Act, 2013		Due to death of Mr Ramavatar Jain, new Independent Director should be within 180 days from the date of his demise. However, appointment of Mr. Jignesh Soni was completed as on 14th August 2023 which is more than 180 days.	The Board was not aware of his death due to non-participation of the Director in day-to-day operations. At the time of asking his 1st BM Annual Declaration, his son has informed the Board Members for the same. After come to the knowledge, the Board has started to find new competent candidate. After finding the same, the Board has reported with the Stock Exchange.
10.	Reg. 17 (LODR) 2015	of SEBI Regulations,	A listed company should replace a resigned/demised independent director with a new one as soon as possible. The deadline is the next board meeting or three months from the date of the vacancy, whichever is earlier. Due to death of Mr Ramavatar Jain, new Independent Director should be within three months from the date of his demise. However, appointment of Mr. Jignesh Soni was completed as on 14th August 2023 which is more than three months.	The Board was not aware of his death due to non-participation of the Director in day-to-day operations. At the time of asking his 1st BM Annual Declaration, his son has informed the Board Members for the same. After come to the knowledge, the Board has started to find new competent candidate. After finding the same, the Board has reported with the Stock Exchange.

COST RECORDS AND COST AUDIT:

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

CERTIFICATE ON CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements set out by
the Securities and Exchange Board of India (“SEBI”). The Company has also
implemented several best governance practices.

The requirement to issue corporate governance report is not applicable to the
Company.

Regulation 15 (2) of the Listing Regulations states that:

“The compliance with the corporate governance provisions as specified in
regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to
(i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall
not apply, in respect of -

(a) the listed entity having paid up equity share capital not exceeding rupees
ten crore and net worth not exceeding rupees twenty-five crore, as on the
last day of the previous financial year.

(b) the listed entity which has listed its specified securities on the SME
Exchange.

In case of your Company, the paid-up equity share capital of the ALEXANDER
STAMPS AND COIN LIMITED is Rs. 9,31,20,000/- and having total net worth
of Rs. 16,83,12,000/- as on 31^st March 2024. As per the company falls within the
ambit of the aforesaid exemption “a”, compliance with the Corporate
Governance provisions specified in the aforesaid Regulations shall not be
applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

As per the requirement of the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated
a Policy on Prevention of Sexual Harassment of Woman at Workplace for
prevention, prohibition and redressal of sexual harassment at workplace and
Internal Complaint Committee has also been set up to redress any such
complaints received. Training/awareness programs are conducted throughout the
year to create sensitivity towards ensuring respectable workplace.

The Company periodically sessions for employees across the organization to
build awareness about the policy and the provision of Sexual Harassment Act.

All employees (permanent, contractual, temporary, trainees) are covered under
the policy.

No sexual harassment complaint has been received by the Company during the
year 2023-24.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013 the rules made thereunder
and the Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has established a Vigil
Mechanism for directors and employees to report genuine concerns about any
instance of any irregularity, unethical practice and/or misconduct.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY & RISK
MANAGEMENT:

The Company has adopted adequate internal financial controls, commensurate
with the size and complexity of its operations. During the year, such controls
were tested and no reportable material weakness in the design or operations was
observed. The Company has policies and procedures in place for ensuring proper
and efficient conduct of its business, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of accounting
records and the timely preparation of reliable financial information.

The Company has adopted accounting policies which are in line with the Indian
Accounting Standards (Ind-AS) and the Act. These are in accordance with the
generally accepted accounting principles in India. Changes in policies, if
required, are made in consultation with the Auditors and are approved by the
Audit Committee.

The Company’s internal audit system is geared towards ensuring adequate
internal controls commensurate with the size and needs of the business, with the
objective of efficient conduct of operations through adherence to the Company’s
policies, identifying areas of improvement, evaluating the reliability of financial
statements, ensuring compliances with applicable laws and Regulations, and
safeguarding of assets from unauthorized use.

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal,
Statutory, and Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors, and the reviews
performed by the Management and the relevant Board and Committees,
including the Audit Committee, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective during the year 2023-24.

SHARE REGISTRAR & TRANSFER AGENT:

MCS Share Transfer Agent Limited (“MCS"), a SEBI registered Registrar &
Transfer Agent (“RTA”) has been appointed as the Company’s RTA. The
contact detail of MCS is mentioned in the Notice of AGM.

CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL
OFFICER:

A compliance certificate by Managing Director and Chief Financial Officer as
required by Regulation 17(8) and Regulation 33 read with part B of schedule II
of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015
has been provided in “Annexure 5”.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014 and no deposits are subsisting as on date.

REPORTING OF FRAUD BY THE AUDITOR:

In terms of Section 134 (3) (ca) report by the Board of Directors is required to
include the details in respect of frauds reported by auditors under sub-section 12
of section 143 other than those which are reportable to the Central Government.
No such fraud was reported by the auditor during the period under review.

SECRETARIAL STANDARDS:

During the year under review, Company has complied with all the applicable
provisions of secretarial standards issued by the Institute of Company Secretaries
of India on Board Meetings, General Meetings and Report of the Board Of
Directors.

CREDIT RATINGS:

Requirement to take Credit ratings is not applicable to the Company during the
year under review.

BUSINESS RESPONSIBILITY REPORT:

As per regulation 34(2) of SEBI Listing Regulations, 2015, inter alia, provides
that the annual report of the top 1000 listed entities based on market
capitalization (calculated as on 31 March of every financial year) shall include a
Business Responsibility Report (BRR).

Since your company does not fall under the ambit of the said provision therefore
the requirement of the said reporting does not arise for the year under review.

INDIAN ACCOUNTING STANDARDS:

The standalone financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (the ''Ind AS'') prescribed under
section 133 of the Companies Act, 2013 (the ''Act'').

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186:

The Company has neither given any loans or guarantee, nor provided any
security in connection with any loan to any Body Corporate or person, nor has it
acquired by subscription, purchase or otherwise, the securities of any Body
Corporate as provided under Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All the contracts/ arrangements/ transactions entered by the Company during the
year under review with related parties were in the ordinary course of business and
at arm’s length basis. The particulars of such contracts or arrangements with
related parties, pursuant to the provisions of Section 134(3)(h) and Rule 8 of the
Companies (Accounts) Rules, 2014, in the prescribed form AOC-2 is enclosed as
“Annexure 6”.

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

The Company is in the field of buying and selling of rare stamps, coins, paper
money, medals, postcards, original photos, autographs, newspapers and more of
philately & numismatics collection. As per the object of the Company the above-
mentioned clause is not applicable.

Hence, the disclosure required in Section 134(3) (m) of the Companies Act, 2013
are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of corporate social responsibility are not applicable to your
Company during the year under review.

ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance
and co-operation received from the Banks, Government Authorities, Customers,
and Shareholders during the year. Your directors also wish to take on record their
deep sense of appreciation for the committed services of the employees at all
levels. We place on record our appreciation for the contribution made by our
employees at all levels.

The Directors place on record their sincere appreciation to all the employees of
the Company for their unstinted commitment and continued contribution to the
Company.

Registered Office By Order of the Board

SF-7, Silver Rock Complex, For Alexander Stamps & Coin Limited

Near Dairy Teen Rasta,

Makarpura, Vadodara-390014.

Sd/-

Anirudh Sethi
Managing Director

Date: 14/07/2024 DIN : 06864789

Place: Vadodara

---

Mar 31, 2016

To

THE MEMBERS,

RUDRAKSH CAP TECH LIMITED, Mumbai

The Directors have pleasure in presenting their 24^th Annual Report together with the Audited Accounts for the year ended 31^st March, 2016.

SUMMARY OF FINANCIAL PERFORMANCE

Particulars	Year Ended	Year Ended
	31.03.2016	31.03.2015
	(Rs.)	(Rs.)
Gross Sales/Income	46,27,000	11,91,000
Less Depreciation	NIL	NIL
Profit/(Loss) before Tax	28,84,021	4,89,000
Taxes/Deferred Taxes	9,00,000	1,62,000
Profit/(Loss) After Taxes	19,84,021	3,27,000
P& L Balance b/f	12,25,633	8,98,633
Profit/ (Loss) carried to Balance Sheet	32,09,654	12,25,633

NATURE OF BUSINESS

The Company is engaged in the business of Capital Investment, Advisory Sector. There was no change in the nature of the business of the Company during the year under review. The company has also commenced business of Philately & Numismatic and Collecting Stamps, Coins, Historic Newspapers and Antiques.

REVIEW OF OPERATIONS

During the year under review your company has registered profit during the year ended 31^st March, 2016, amounted to Rs. 19.84 lacs as compared to profit of Rs. 3.27 lacs during the previous year.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

DIVIDEND

Looking to the current and future expansion plan, your Director has not recommended any dividend for the financial year 2015-16.

TRANSFER TO RESERVES

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of 19,84,021/- has been carried forward to Reserves and Surplus.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs. 5,25,00,000/During the year under review, the company has not forfeited any shares and has not made any allotment of the equity shares of the company.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

FINANCE

The Company has not borrowed any amount as a Term Loans during the year 2015-16. OPERATIONS & STRATEGIC PLANNING

The Financial Advisory and Capital Investment Patterning will play a crucial role in the Profitable operations of the Company but the Board of Directors has contemplated the Future Plans to diversify in to the internationally acclaimed business of Philately & Numismatic and Collecting Stamps, Coins, Historic Newspapers and Antiques.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the companies'' act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 for the year ended 31^st March, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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.

FUTURE BUSINESS PROSPECTS:

The Board of Directors has considered the future plans to diversify in to the internationally acclaimed business of Philately & Numismatic in India for buying & selling, not only that, the company has also plan to started Advisory / Consultancy for Stamps / Coins and Antique Items.

In addition to it, company has taken first steps towards diversification by purchasing India''s renowned stamp webpage "www.indianstampghar.com" for buying and selling philately and numismatic material.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of the employees covered by the provision of section 197, (12) of the Companies Act, 2013 and the rules there under forms part of this report.

OTHER PARTICULARS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

Rule 5(1) (i) and (ii) the ratio and percentage increase of remuneration of the directors and employees:

Name	Designation	Ratio to median remuneration	% increase In remuneration
Mr. Pragnesh Pandya	Chief Executive Officer	N A	10 %

a. Rule 5(1)(iii) and (v) comparison of the remuneration of

of the employees with company performance.

Remuneration of the employees	% increase
2,17,000/-	10%

b. Rule 5(1)(vi)& (ix) comparison of KMP remuneration with company performance

Particulars	Rs.
Pragnesh Pandya- CEO	1,65,000 p.a
Company performance
Revenue -sales & other incomes	11,91,000/-
Profit before tax	29,42,000/-

c. the Number of permanent employees rolls of the company: 3

d. variations in the market capitalization of the company, price earnings ratio of the company as at the closing date 31^st March 2016 and previous financial year and percentage increase/decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with last public offer;

Particulars	Previous year 31-03-2015 RS	Current year 31-03-2016 RS	Increase/(decrease) RS.
No of shares	5250000	5250000	0
Shares price (in rs)

- Rs.54.15/- BSE
EPS (IN RS)	0.06	0.37	0
P/E RATIO (BASED ON AUDITED	0	0	0
COMPANY''S MARKET CAP (IN RS ( As on 31-03-2016)	31,50,00,000	28,42,87,500	(3,07,12,500)

The company has not made any public offer till date since the public issues launch in the year, 1994

e. Average percentile increase in the salaries of the employees other than the managerial personnel during the year 31-03-2016 (year) was 10% and for the managerial personnel was 10%.

f. The key parameters for any variable components of the remuneration availed by the directors: except for the Mr. PRAGNESH PANDYA, CHIEF EXECUTIVE OFFICER, none of the other director has been paid any remuneration except sitting fees. The key parameters with respect to the variable pay availed by a managing director are considered by the board of directors based on the recommendation of the nomination and remuneration committee as per the remuneration policy of the company.

g. The ratio of remuneration of the highest paid director to that of the employees who are not director but received remuneration in excess of the highest paid director during the year - not applicable.

h. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company.

BUSINESS RISK MANAGEMENT

Risk management is embedded in your company''s operating framework. Your company believes that managing risk helps in maximizing returns. The company''s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm named moorjani shyam & associates to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

BOARD OF DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

Mr. Anirudh Sethi, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer them for re-appointment.

Moreover, Ms. Alka Sawhney was appointed as an additional director as on 04/04/2015.

Mr. Pragnesh Pandya (DIN- 07013849) has been appointed as chief executive officer cum compliance officer as the key managerial personnel of the company, under the provision of section 203 of the Companies Act, 2013 read with the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The company has appointed the chief financial officer.

b) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declaration that they meet the criteria of Independent as provided in sub-section (6) of section 149 of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement), Regulations,2015.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 10 Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

f) Separate Meeting of The Independent Directors

The independent directors met on date 31^st March 2016 and evaluated the performance of non independent directors, the board as a whole and the chairman of the company considering the view of other directors. Further details are available in the corporate governance report.

EVALUATION OF THE BOARD''S PERFORMANCE

The board has carried out an evaluation of his own performance and that of its directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report.

The company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board.

Remuneration Policy

The company has adopted a remuneration policy of directors and senior management personnel, detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification.

The policy ensures that

a) the level and composition of remuneration is reasonable and sufficient to attract, retain , and motivate the directors of the quality require to run the company successfully;

b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks; and

c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal.

The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website "www.rudrakshcap-tech.com"

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement it is hereby stated:

a. that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Securities of the Company were under suspension in September 2015, then after suspension of securities of the company was revoked by BSE Limited during February, 2016.

There are no other significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN

The detail forming part of the Annual Return in form MGT-9 is annexed herewith as

"Annexure- A." AUDITORS

A. Statutory Auditors

The Company''s Auditors, M/s. Mayur M. Shah & Associates, Chartered Accountants, Ahmadabad, whose appointment is subject to ratification at the ensuing Annual General Meeting of the Company are eligible for appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Preeti jain, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -B."

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The company appointed CS Preeti jain, Practicing Company Secretaries to carry out secretarial audit for the financial year 31^st March, 2016. The secretarial audit report for the financial year 31st march 2016 is enclosed as an Annexure B. The clarifications to the observation in the secretarial audit report are given below:

1. The company has endeavored to appoint company secretary to guide the corporate affairs.

2. The delay in the publication of the notice of the board meeting is due to the intervening holidays. The company has (except few of the lapses of delay) has complied with the Listing requirements from time to time. The statutory filings under company''s act 2013 were affected with additional fees and now the filings are updated.

3. The company has placed the special resolution appointing the INDEPENDENT DIRECTOR in terms of SEC 149 Read with SEC 177 of the COMPANIES ACT 2013.

4. The company has changed the REGISTRAR & TRANSFER AGENT from BIG SHARE SERVICES PVT LTD to LINK IN TIME INDIA PVT. LTD. And all the records related to dematerialization of shares etc have been vested into the new R&T.

5. The company has since updated the statutory records under the Companies Act 2013 (including that of related party transactions) read with the governing rules under the guidance of corporate law advisor.

6. The company has transferred the controlling interest not exceeding 25% to the new investor Directors/Promoters and adequate statutory filings and disclosures have been filed with the Ministry of Corporate Affairs and BSE.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Chapter IV of SEBI (LODR) Reg. 2015, the compliance with Corporate Governance as specified in Reg. 27 and Schedule V para C, D, and E does not apply to our Company.

REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with companies (accounts) Rules, 2014 are given herein below.

i) Conservation Of Energy

Your company is conscious to conserve the energy and for the purpose adequate measures are taken.

ii) Technology Absorptions

Your company continues to use adequate technological application in the operation of the company.

iii) Research And Development

The activities of the company in investment discipline does not require research and development information

LISTING OF SHARES

The equity shares of your Company are listed with Bombay Stock Exchange i.e. BSE Ltd. Mumbai Scrip Code: 511463 and ISIN No. INE191N01012

DISCLOSURE AS PER 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 against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31^st March, 2016.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the Company does not have net worth of '' 500.00 crores, does not have turnover '' 1,000.00 crores and does not have net profit of '' 5.00 crores during the financial year and hence the company is exempted to comply the provision of section 134(4)(o) of Companies Act, 2013.

INDUSTRIAL RELATION

During the year under review the relationship between the employees and management were cordial.

ACKNOWLEDGEMENT

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For And on Behalf of the Company

Date: 12/08/2016

Place: Mumbai Sd/- Sd/- Sd/-

Anirudh P. Sethi Pragnesh R. Pandya Narayan Acharya

Director CEO Director

DIN: 06864789 PAN: AMJPP4238N DIN: 06885894

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 23rd Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

SUMMARY OF FINANCIAL PERFORMANCE

(Rs. in lacs)

Particulars Current year Previous year (31-03-2015) (31-3-2014)

Commission and Other Income -

Operational Profit 04.89 02.73

Add: Depreciation - -

Profit / (Loss) Before Taxation 04.89 02.73

Less: Provision for Taxation 01.62 00.84

Profit / (Loss) After Taxation 03.70 01.88

Balance carried to Balance Sheet 03.70 01.88

OPERATIONS & STRATEGIC PLANNING

During the year under review, your company was engrossed in the activities of the Capital investment, advisory but the board of directors has contemplated the future plans to diversify in to the internationally acclaimed business of Philately & Numismatic And From Last Many Years we were collecting Stamps, Coins and Historic Newspapers, Antique & now Plan to Started Advisory/ Consultancy for Stamps/Coins and Antique Items, subject to the applicable rules and regulations. The financial Year 31-03-2015 was the year of the reconstruction of the management control with the voting control by inviting the investment into the capital. In terms of the SEBI REGULATIONS & Listing requirements the promoters of your company has transferred about 22.76 % equity share capital in favour of the new promoters, Directors and Persons acting in concert. The corporate action in the future is strategically aimed to undertake the diversified business.

Keeping in view the strategic planning in future the board of Director has embarked upon the decision to :

(1) Change of name of the company in terms of the Companies Act 2013 in view of the diversified comprehensive corporate operations of the company

(2) Change of Registered office of the company from the state of MAHARASHTRA to the state of GUJARAT. The POSTAL BALLOT Voting forms have already been sent to the entitle members to caste the vote for the resolution of shifting of Registered office from Maharashtra state to Gujarat state.

FUTURE BUSINESS PROSPECTS:

The business activities is largely influenced by several external factors including the international financial markets. During the year the international financial markets has remained sub dued and many times stagnant. It is therefore a note of caution to jump into the financial commitments. However the financial advisory and capital investment patterning will play a crucial role in the profitable operations of the company. but the board of directors has contemplated the future plans to diversify in to the internationally acclaimed business of Philately & Numismatic And From Last Many Years we were collecting Stamps, Coins, Historic Newspapers and Antique & now Plan to Started Advisory/Consultancy for Stamps/Coins and Antique Items. We will start holding regular public stamp auctions, coin auctions, and auctions of cigarette cards, trading cards and autographs in India / Abroad very soon. We also plan to Publish Auction Catalogues on our website on Quarterly basis, prior to the auction date.

We have also add an online shop through our website, So you can now browse through many items from our stock at your leisure and buy direct from our website.

DIVIDEND

The board of Directors of your company regrets for not recommending the declaration of the dividend relating to the financial ended on 31St MARCH - 2015.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the clause 49 of the Listing Agreement is included in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.

DIRECTORS

Cessation

Mr. Anirudh Shethi (DIN - 06864789) and Mr. RAVI SHETHI (DIN -06865110) the director appointed by the board of directors with effect from 14/05/2014 in the casual vacancy caused by the resignation of Mr. Mahesh R. Patel and Mr. Hitesh A. chokshi respectively.

MR ANIRUDH SETHI was appointed as MANAGING DIRECTOR for a very short period of span and resigned as a Managing Director ( remained to be Director ) for restructuring exercise of the company.

Mr. Anirudh Shethi (DIN - 06864789) director retiring by rotation at ensuing Annual general meeting of the company under section 152(6) of the companies act , 2013 and being eligible offers himself for reappointment. The Board recommends his appointment as a Director.

Mr. Sanjay A. Chokshi has resigned as a Director with effect from 08/05/2015.

APPOINTMENT

Non-executive Director

Mr. SATISH SHETTY KOROGAPPA Din 06988863 and Mr. SEMWAL GOVINDRAM DHANESH Din.06988865 were appointed as Additional directors (non - independent) u/ s 161 of the companies act,2013, with effect from 08/10/2014 to hold office up to the date of ensuing annual general meeting . The company has received notice u/s 160(1) of the company act 2013 from a member proposing his appointment as a director.

Independent director

The board based on nomination and remuneration committee's recommendation, had appointed Mr. SATISH SHETTY KOROGAPPA, Din No. 06988863 on 25th AUGUST 2015 subject to the approval of share holders for a period of 5 years , in terms of the provisions of companies act, 2013 and listing agreement.

The special resolution seeking the approval of the members is placed before the ensuing annual general meeting of members of the company.

The members at the 23rd annual general meeting , have approved the appointment of Mr. Narayan Acharya, Din- 06885894 as a independent director who is not liable to retire by rotation to hold office for the terms of 5 consecutive years from 2014 to 2019.

The company has received the declarations from all the independent directors of the company confirming that they meet the criteria of independent as prescribed under section 149(6) of the company's Act 2013 and the clause 49 of the listing agreement.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The independent directors met on date 31st march 2015 and evaluated the performance of non independent directors, the board as a whole and the chairman of the company considering the view of other directors. Further details are available in the corporate governance report.

Mrs. Din - has been appointed as woman director with effect from 29th

June, 2015 as envisaged by rule 3 of companies (Appointment And Qualification Of Directors) Rules,2014

KEY MANAGERIAL PERSONAL

Mr. Pragnesh Pandya (Din -07013849) has been appointed as chief executive officer cum compliance officer are the key managerial personal of the company, under the provision of section 203 of the companies act, 2013 read with the companies (Appointment And Remuneration Of Managerial Personnel) Rules,2014.

The company has appointed the chief financial officer with effect from 08th October, 2014.

EVALUATION OF THE BOARD'S PERFORMANCE

The board has carried out an evaluation of his own performance and that of its directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report.

The company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board.

REMUNERATION POLICY

The company has adopted a remuneration policy of directors and senior management personnel, detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification.

The policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract , retain , and motivate the directors of the quality require to run the company successfully ; (b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks ; and (c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website www.rudrakshcap-tech.com

STATUTORY AUDITORS

M/s N JANI & CO. Chartered Accountants (Membership Number - 41802). The exiting Statutory Auditor's of the Company has expressed their unwillingness to continue as the Statutory Auditors of the Company. The Audit Committee has recommended the Appointment of M/s. MAYUR SHAH & ASSOCIATES - CHARTERED ACCOUNTANT-AHMEDABAD (registration no.106125W) to hold office for the period of 5 years till the conclusion of the 28th annual general meeting in 2020. They have expressed their willingness to get appointed as the statutory auditor of the company and has furnished a certificate of their eligibility and consent under section 141 of the companies act 2013 , In terms of the listing agreement , the auditors vide their letter dated 25th August, 2015 have confirmed that they hold a valid certificate issued by the peer review board of the ICAI, the necessary resolution for ratification of the appointment Statutory Auditors is placed before you for transaction .

The auditors" report for the year ended 31st March,2015 are free from any qualification , reservation or adverse remarks and hence do not call for any explanations or comments by the board.

INTERNAL AUDITORS

The company has appointed a internal Auditors at the 23rd Annual General Meeting of the company for the year 2015. The reports of the internal auditors are discussed in the audit committee meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The company appointed CS Ashok Shelat proprietor M/s. Ashok Shelat & Associates Practicing Company Secretaries Vadodara to carry out secretarial audit for the financial year 31st March, 2015. The secretarial audit report for the financial year 31st march 2015 is enclosed as an annexure C. the clarification to the observation in the secretarial audit report are given below:

1- The company has a business finance controller, who is discharging a function of chief financial officer. However, the company has re-appointed the chief Financial officer with effect from 25TH AUGUST 2015. The company has endeavored to appoint company secretary to guide the corporate affairs.

2- The delay in the publication of the notice of the board meeting is due to the intervening holidays. The company has ( except few of the lapses of delay) has complied with the Listing requirements from time to time. The statutory filings under company's act 2013 were effected with additional fees and now the filings are updated.

3- The company has placed the special resolution appointing the INDEPENDENT DIRECTOR in terms of SEC 149 Read with SEC 177 of the COMPANIES ACT 2013.

4- The company has changed the REGISTRAR & TRANSFER AGENT from BIG SHARE SERVICES PVT LTD to LINK INTIME INDIA PVT. LTD. And all the records related to dematerialization of shares etc have been vested into the new R&T.

5- The company has since updated the statutory records under the Companies Act 2013 (including that of related party transactions) read with the governing rules under the guidance of corporate law advisor.

6- The company has transferred the controlling interest not exceeding 25% to the new investor Directors/Promoters and adequate statutory filings and disclosures have been filed with the Ministry of Corporate Affairs and BSE.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of the employees covered by the provision of section 197, (12) of the companies act, 2013 and the rules there under forms part of this report.

OTHER PARTICULARS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(1) OF THE COMPANIES (APPINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014. Rule 5(1) (i) and (ii) the ratio and percentage increase of remuneration of the directors and employees:

Name Designation Ratio to median % increase In remuneration remuneration

MR PRAGNESH PANDYA Chief Executive - 10 % officer

a. Rule 5(1)(iii) and (v) comparison of the remuneration of the employees with company performance .

Remuneration of the employees % increase 2,17,000/- 10%

b. Rule 5(1)(vi)& (ix) comparison of KMP remuneration with company performance

particulars Rs.

Pragnesh Pandya- CEO 1,50,000 p.a

Company performnace

Revenue –sales & other incomes 11,91,000/-

Profit before tax 4,89,000

c. the Number of permanent employees rolls of the company THREE

d. variations in the market capitalization of the company, price earning ratio of the company as at the closing date 31st March2015 and previous financial year and percentage increase/decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with last public offer;

Particulars Previous year Current year Increase/ 31-03-2014 RS 31-03-2015 RS (decrease) RS.

No of shares 5250000 5250000 0

Shares price (in rs) - Rs.07/- BSE N.A. NSE

EPS (IN RS) 0.04 0.06 0.02

P/E RATIO (BASED ON AUDITED RESULT) 0 0 0

COMPANY?S MARKET CAP (IN RS ( As on 31-03-2015) 3,67,50,000 31,50,00,000 27,82,50,000

The company has not made any public offer till date since the public issues launch in the year, 1994

e. Average percentile increase in the salaries of the employees other than the managerial personnel during the year 31-03-2015(year) was 10% and for the managerial personnel was 10%.

f. The key parameters for any variable components of the remuneration availed by the directors: except for the Mr PRAGNESH PANDYA, CHIEF EXECUTIVE OFFICER, none of the other director has been paid any remuneration except sitting fees. The key parameters with respect to the variable pay availed by a managing director are considered by the board of directors based on the recommendation of the nomination and remuneration committee as per the remuneration policy of the company.

g. The ratio of remuneration of the highest paid director to that of the employees who are not director but received remuneration in excess of the highest paid director during the year - not applicable.

h. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company.

REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with companies (accounts) Rules, 2014 are given herein below.

CONSERVATION OF ENERGY

Your company is conscious to conserve the energy and for the purpose adequate measures are taken.

TECHNOLOGY ABSORPTIONS

Your company continues to use adequate technological application in the operation of the company.

RESEARCH AND DEVELOPMENT

The activities of the company in investment discipline does not require research and development information

FOREIGN EXCHANGE EARNING AND OUTGO

There is no information to be furnished.

CORPORATE GOVERNANCE

Pursuant to the clause 49 of the listing agreement with the stock exchange, a management discussion and analysis report and a corporate governance report are made a part of this annual report .

A certificate from the auditor of the company regarding the compliance of the conditions of corporate governance are stipulated by the clause 49 of the listing agreement is attached to this reports.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the companies act, 2013 read with COMPANIES (Acceptance of Deposits ) Rules 2014 for the year ended 31st March, 2015

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of SEC 134(3)( c) read with SEC 134(5) of the COMPANIES ACT 2013 with respect to Directors' Responsibility Statement it is hereby stated :

i) that in the preparation of the annual accounts for the financial year ended 31 st march 2015, the applicable accounting standards have been followed and that there were no material departures :

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for the year under review:

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity,

iv That the Directors have prepared the annual account for the year ended 31st march 2015 on a "going concern basis."

v) That 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,

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit committee consists of MR. Narayan Acharya (Din-06885894) THE INDEPENDANT DIRECTOR, MR.SATISH SHETTY KOROGAPPA (Din- 06988863) , SEMWAL GOVINDRAM DHANESH din 06988865 Non Executive Non promoter Directors. The Audit Committee meetings were held for the year ended 31st March 2015 in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders. All the Directors in the Audit committee are non executive Directors with the chairman to be the Independent Director. The Audit committee as detailed in the Corporate Governance Report interalia reviewed the internal control system and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the board of directors. Mr Pragnesh Pandya, the Chief Executive officer cum compliance officer has been acting as coordinator for the meetings.

INDUSTRIAL RELATION

During the year under review the relationship between the employees and management were cordial.

AUDITORS REPORT

Auditor's observations are self explanatory and/or suitably explained in the notes on Accounts.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.

Date : 01/09/2015 For And on Behalf of the Company Place : Vadodara

S/d S/d (Anirudh P. Sethi) (Pragnesh R. Pandya) Director CEO

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Mar 31, 2012

To, The Members of Rudraksh Cap-Tech Limited Mumbai.

The Directors have the pleasure in presenting the 20th Annual Report of the company together with the Audited Statement of Accounts for the year ended on 31st March-2012.

1. FINANCIAL RESULTS (Rs. In Lacs)

Particulars Current Year (Rs) Previous Year (Rs)

Commission and Other Income 10,59,000.00 15,76,428.00

Operational Profit 1,70,315.00 5,32,148.27

Add: Depreciation 00.00 00.00

Profit / (Loss) Before Taxation 1,70,315.00 5,32.148.27

Less: Provision for Taxation 52,627.00 1,25,001.89

Profit / (Loss) After Taxation 1,17,688.00 4,07,146.38

Balance carried to Balance Sheet 1,17,688.00 4,07,146.38

2. OPERATIONS

During the year Company did not carry out any business activities or trading activities except other activities.

3. DEPOSITS

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

4. DIVIDEND

The Directors did not recommend any dividend for the year on Equity Shares of the Company.

5. AUDITORS

M/S Bharat Parikh & Associates, Chartered Accountant, Vadodara Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment.

6. AUDITOR''S REPORT

The notes to the accountants referred to in the Auditor''s Report are self-explanatory and therefore does not call any further comment.

7. DIRECTORS

Mr. Mahesh R. Patel, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends their re-appointment.

8. PARTICULARS OF EMPLOYEES

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

9. THE CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNINGS.

The above details as required to be given U/s 217 (2e) of the Companies Act, 1956 is not given as the same is not applicable to the company. The company has not earned any Foreign Exchange or spent any Foreign Exchange.

10. performance and future plans

As you will observe from the financial results, the performance has been of great concern. Our dependence on economic factors are unavoidable and the future trends of your Company shall depend the same.

11. RETIFICATION OF ALL TRANSACTIONS:

Your Board of Directors has committed certain Acts, deeds or transactions in the process of the public issue in pursuant of the provisions U/S 61 & other applicable provisions of the Companies Act 1956, the company in General Meeting takes note of the overall situation prevailing after the Company''s Prospectus Dt. 7th March 1994.

12. DIRECTOR''S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The directors confirm that-

I) In the preparation of the annual accounts, the applicable accounting standards have been followed by the company,

II) Such accounting policies have not been selected consistently and judgment and estimates made are not reasonable and prudent so we are unable to give a true and fair view of the state of affairs of the company at 31st March,2012and of the profit of the Company for the year ended on that;

III) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV) Annual accounts have been prepared on a going- concern basis.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

14. REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

Your Directors also thank the Banker of the Company for their assistance and cooperation. Your Director also wishes to place on record their appreciation for the support of shareholders& devoted services rendered by the executives and employees at all levels.

Date : 29/05/2012 For And on Behalf of the Company

Place : Vadodara

Sd/- Sd/-

(Hitesh Choksi) (Sanjay Choksi)

Director Director