Your Directors have immense pleasure in presenting the 11th Annual Report on the business andoperations of the Company together with the Audited Standalone Financial Statements for the financialyear ended March 31, 2026.
1. FINANCIAL PERFORMANCE
The Company’s financial performance for the year under review along with previous year figuresis given hereunder:
(Rs. In Lakhs)
Standalone
Financial Year
Particulars
2025-26
2024-25
(FY 2026)
(FY 2025)
Revenue from Operations
10591.69
5023.30
Other Income
65.87
60.65
Total revenue
10657.56
5083.95
Operating Profit (Before Finance Cost andDepreciation & Amortisation)
2159.13
1025.04
Less: Finance Cost
184.36
94.61
Profit before Depreciation & Amortisation
1974.77
930.43
Less: Depreciation & Amortisation
111.52
57.85
Profit before Tax
1863.25
872.58
Less/(Add): Current Tax
447.57
205.24
Less/(Add): Deferred Tax Expense/Credit
25.42
19.40
Less/(Add): “Short/(Excess) provision of taxfor earlier years”
2.73
(1.07)
Profit after Tax
1387.53
649.01
Earning Per Share
Basic
22.18
10.56
Diluted
2. DIVIDEND
In order to conserve the reserve, your directors do not recommend any dividend for the financialyear ended, 31st March, 2026.
3. TRANSFER TO RESERVE & SURPLUS
The net profit of the company for F.Y. 2025-2026 is Rs. 1387.53 Lakhs. The profit of F.Y. 2025¬2026 has been transferred to the surplus account.
4. COMPANY’S STATE OF AFFAIRS
The revenue from operations for FY 2025-26 is Rs. 10,591.69 Lakhs over the previous year’srevenue from operations of Rs. 5,023.30 Lakhs which is 110.85% more than previous year’srevenue from operations.
Net Profit after tax for FY 2025-26 is Rs. 1387.53 Lakhs against the previous year’s Net profitafter tax of Rs. 649.01 Lakhs which is 113.79 % more than previous year’s Net Profit after tax.
The overall performance of the Company has been increased when compared to the previous yearsand the Company shall continue to provide better results to the shareholders in upcoming years viabetter performance.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position of theCompany which occurred between the end of the financial year of the Company and to the date ofthis report to which the financial statements relate and the date of the report.
6. CAPITAL EXPENDITURE PROGRAMME
During the year under review Company has incurred Rs. 1,679.48- Lakhs primarily towards thecompletion of the interiors and related infrastructure of its new Corporate Office.
The Company had completed the construction of its building situated at Plot No. 40,Doddaballapura Industrial Area, 4th Phase, YG-1 Industries, Adinarayana Hosahalli,Doddaballapura Taluk, Bengaluru Rural, Karnataka - 562163 on September 10, 2024. During theyear, the Company completed the interior fit-outs and other allied works, and the premises weremade operational as the Company's new Corporate Office.
7. SHARE CAPITAL
The Authorised Share Capital as on 31st March, 2026 is Rs. 7,00,00,000 and Paid up share capitalas on 31st March, 2026 was Rs. 6,25,54,000.
There were no Material Changes in capital structure ofthe company during the financial year 2025¬26.
8. LISTING INFORMATION
The Equity Shares of the Company are continued to be listed with NSE EMERGE Platform and indematerialized form. The ISIN No. of the Company is INE0LR101013.
9. STATEMENT PURSUANT TO LISTING AGREEMENT
The Company Equity Shares is listed at National Stock Exchange of India Limited (EmergePlatform). The Annual Listing fee for the year 2025-26 has been paid.
10. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account ofprincipal or interest on deposits from public was outstanding as on the date of the balance sheet asper section 73 and 76 of the companies Act, 2013 read with Companies (Acceptance of Deposits)Rules, 2014.
The Company further reports the below details relating to deposits as per Rule 8(5)(v) and (vi) asfollows:
a. accepted during the year; Nil
b. remained unpaid or unclaimed as at the end of the year; Nil
c. whether there has been any default in repayment of deposits or payment of interest thereonduring the year and if so, number of such cases and the total amount involved- Nil
i. at the beginning of the year; Nil
ii. maximum during the year; Nil
iii. at the end of the year; Nil
iv. the details of deposits which are not in compliance with the requirements of ChapterV of the Act; Nil
11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, guarantees or made investment covered under theprovisions of section 186 of the Companies Act, 2013 during the year 2025-26.
12. CHANGE IN THE NATURE OF BUSINESS
During the financial year, the Company strategically expanded the scope of its business operationsto strengthen its position as a comprehensive engineering and technology solutions provider. Inaddition to its existing capabilities, the Company has broadened its business portfolio to encompassspecialised engineering systems, advanced manufacturing, fabrication, assembly, integration,installation, commissioning and life-cycle support services for specialised vehicles, machinery andinfrastructure-related equipment catering to sectors such as aviation, airports, seaports, mining,petrochemicals, municipalities and other infrastructure industries.
13. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company implemented suitable controls to ensure its operational, compliance and reportingobjectives. The Company has adequate policies and procedures in place for its current size as wellas the future growing needs. These policies and procedures play a pivotal role in the deploymentof the internal controls. They are regularly reviewed to ensure both relevance andcomprehensiveness and compliance is ingrained into the management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit team.Suggestions to further strengthen the process are shared with the process owners and changes aresuitably made. Significant findings, along with management response and status of action plansare also periodically shared with and reviewed by the Audit Committee. It ensures adequateinternal financial control exist in design and operation.
M/s. SKMK & Co., Chartered Accountants (Firm Regn No: 0144210W), internal auditors of theCompany, conducted Internal audit and submitted reports to the Audit Committee. The InternalAudit is processed to review the adequacy of internal control checks in the system and covers allsignificant areas of the Company's operations. The Audit Committee reviews the effectiveness ofthe Company's internal control system.
14. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATES
During the year under review, no company has become or ceased to be a subsidiary, joint venture,or associate company of the Company.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO
Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013,read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy,technology absorption and foreign exchange earnings and outgo are under:
Sr.
No.
Comments
(A)
Conservation of energy
(i)
the steps taken or impact on conservationof energy;
ATS continued to implement routinemeasures for the efficient use of electricityand other energy resources. Training andawareness programs were conducted toencourage employees to switch off lights,air-conditioning units, and otherequipment when not in use. Employeeswere also encouraged to adopt energyconservation practices in their day-to-dayactivities.
(ii)
the steps taken by the Company forutilizing alternate sources of energy;
ATS did not adopt alternate source ofenergy during the financial year. However,it continues to evaluate opportunities forthe use of renewable and sustainableenergy sources wherever feasible.
(iii)
the capital investment on energyconservation equipment
No significant capital investment wasmade towards energy conservation duringthe year.
(B)
Technology absorption
the efforts made towards technologyabsorption
During the year, the Company continued tooptimize its business processes through itsSAP ERP system for strengtheningoperational controls, reporting and processintegration.
(11)
the benefits derived like productimprovement, cost reduction, productdevelopment or import substitution;
The Company achieved improvements inoperational efficiency, processstandardization and internal controlsthrough technology initiatives undertakenduring the year. These measurescontributed towards improved reportingand enhanced process efficiency.
The Company also initiated developmentof a grass-cutting machine in collaborationwith an OEM under the Make in Indiainitiative.
(ill)
in case of imported technology (importedduring the last three years reckoned fromthe beginning of the financial year :
Yes
(a) the details of technology imported
Runway and Municipal sweeping machineIntegration.
(b) the year of import
2025
(c) whether the technology been fullyabsorbed
(d) if not fully absorbed, areas whereabsorption has not taken place, and thereasons thereof; and
Nil
(iv)
the expenditure incurred on Research andDevelopment
(C)
Foreign exchange earnings and Outgo
Inflow (Rs. In Lakhs)
Out Flow (Rs.In Lakhs)
The Foreign Exchange earned in terms ofactual inflows during the year and theForeign Exchange outgo during the yearin terms of actual outflows
808.42
3035.77
Value of imports calculated on C.I.F basis by the company during the financial year inrespect of:
(? In Lakhs)
For the yearended March 31,2026
For the yearended March 31,2025
?
a.
Raw Material
-
b.
Components and spare parts
2642.05
1948.66
c.
Capital goods
Expenditure in Foreign Currency
Royalty
96.58
20.42
Know-How
Professional and consultation fees
223.35
166.09
d.
Interest
e.
Purchase of Components and spare parts
f.
Others
73.79
43.77
Earnings in Foreign Exchange(? In Lakhs)
Export of goods calculated on F.O.B. basis
Royalty, know-how, professional andconsultation fees
431.18
320.08
Interest and dividend
Other income
377.24
358.13
16. INDUSTRIAL RELATION
During the year under review, your Company enjoyed cordial relationship with workers andemployees at all levels. The company recognizes the significance of maintaining harmonious andconstructive industrial relations, fostering a collaborative environment that promotes the well¬being and productivity of our workforce. We believe that healthy relationships with our employeesand their representatives are essential for the long-term success and sustainable growth of theorganization.
Throughout the reporting period, we have actively engaged in dialogue and consultations withemployee representatives and unions to address workplace concerns, promote opencommunication, and seek mutually beneficial solutions. We have strived to create a workplaceculture that values employee engagement, inclusivity, and respect, enabling our workforce tocontribute their best efforts towards achieving our business objectives.
17. BOARD OF DIRECTORS, BOARD MEETINGS AND KEY MANAGERIALPERSONNEL
The Company's Board is duly constituted and is in compliance with the requirements of theCompanies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, as applicable on the Company and provisions of the Articles of Association of the Company.The Company's Board has been constituted with requisite diversity, wisdom and experiencecommensurate to the business of your Company.
There are six Directors on the Board of the Company, headed by a Managing Director (Chairman)and includes one-woman Whole-time Director and one-woman Non-executive Director and threeIndependent Directors on its Board as on March 31, 2026.
The Directors on the Board have experience in the field of finance, legal, statutory compliance,engineering and accounts. None of the Directors are disqualified under the provisions ofCompanies Act, 2013 and SEBI (LODR) Regulations, 2015 as on March 31, 2026.
BOARD COMPOSITION
(as on March 31, 2026)
Sl. No
Name of the Person
DIN/PAN
Designation
1.
Unnikrishnan Nair P M
01825309
Managing Director
2.
Beena Unnikrishnan
07222504
Whole-time Director
3.
Ashokkumar Hebron Charles
00803441
Non-ExecutiveIndependent Director
4.
Shiny George*
07438518
5.
Phillip Craig MorrissonMeiselbach
09568952
6.
Veena Praveen
08398847
Non-Executive Director
* Shiny George Resigned w.e.f. 06th day of July, 2026KMP COMPOSITION
Emmyunual S
GFKPS6826F
Chief Financial Officer(Till 31.01.2026)
Anushree Chaumal
AUJPC3893J
Chief Financial Officer(From 04.02.2026)
Shikha Dixit
CXBPS6064A
Company Secretary &Compliance Officer
18. APPOINTMENT/ REAPPOINTMENT/ CHANGE OF DIRECTORS OR KEYMANAGERIAL PERSONNEL
As per Provisions of Section 152 of the Companies Act, 2013, Mrs. Veena Praveen (DIN:08398847 Non-Executive Director is liable to retire by rotation and is eligible to offer herself forre-appointment.
On January 31, 2026, Mr. Emmyunual S resigned from the position of Chief Financial Officer(CFO) of the Company. The Board of Directors took note of his resignation and placed on recordits appreciation for the valuable services rendered by him during his tenure
On February 04, 2026, Ms. Anushree Chaumal was appointed as Chief Financial Officer (CFO) ofthe Company in accordance with the provisions of Section 203 of the Companies Act, 2013. TheBoard welcomed her and looks forward to her valuable contribution to the Company.
On July 06, 2026 Mr. Shiny George Resigned as Non-Executive Independent Director of thecompany and Mr. Alex Mathew was appointed as Non-Executive Independent Director of thecompany in accordance with provisions of 149, 152 and other applicable provisions of CompaniesAct 2013
19. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Boardof Directors, to the best of its knowledge and ability, confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures if any;
(b) The Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profit of theCompany for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act, 2013 and Rulesmade thereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
20. NUMBER OF BOARD MEETINGS AND ATTENDANCE
During the Financial year 2025-26, Seven (07) board meetings were held. The interval betweenany two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the board ofdirectors during the year are given below.
Name of the Director
Category
No. of BoardMeetings Held& Entitled toAttend
No. of BoardMeetingsAttended
Mr. Unnikrishnan Nair P M
07
Mrs. Beena Unnikrishnan
Mr. Shiny George
Non-executiveIndependent Director
Mr. Ashokkumar HebronCharles
05
Mr. Phillip Craig MorrissonMeiselbach
06
Mrs. Veena Praveen
BOARD MEETING DATES
Date of Board Meeting
Board Meeting Attendance
1
16-05-2025
5
2
23-07-2025
3
11-11-2025
6
4
01-12-2025
04-02-2026
23-03-2026
7
30-03-2026
COMMITTEES OF THE BOARD
Matters of policy and other relevant and significant information are furnished regularly to theBoard. To provide better Corporate Governance & transparency, currently, your Board has Five(5) Committees viz., Audit Committee, Nomination & Remuneration Committee, Corporate SocialResponsibility Committee, Stakeholder Relationship Committee and POSH Committee toinvestigate various aspects for which they have been constituted. The Board fixes the terms ofreference of Committees and delegate powers from time to time.
AUDIT COMMITTEE
The Audit Committee comprises of non-executive Independent Director and Executive Director asits Member. The Chairman of the committee is Independent Director.
During the Financial year 2025-26, Five (5) meeting of audit committee held on 16-05-2025, 23¬07-2025, 11-11-2025, 04-02-2026 and 23-03-2026.
The Composition of Audit Committee and the details of meetings attended by members during theyear are given below.
Status in theCommittee
Nature ofDirectorship
No. of AuditCommitteeMeetings Held& Entitled toAttend
No. of AuditCommitteeMeetingsAttended
Chairman ofCommittee
Non¬
Executive
Independent
Director
Mr. Shiny George*
Member
Mr. Unnikrishnan Nair PM
Managing
Mr. Phillip CraigMorrisson Meiselbach
Mr. Shiny George, Chairman of the Audit Committee, was unable to attend the AnnualGeneral Meeting held on August 26, 2025. However, the other members of the AuditCommittee were present at the Meeting and were available to respond to the queries raisedby the members.
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOTACCEPTED BY THE BOARD ALONG WITH REASONS
All the recommendations made by the Audit Committee are accepted and implemented by theBoard of Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises of Independent Directors and non¬executive Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2025-26, Five (5) meetings of the Nomination and RemunerationCommittee were held on 16-05-2025, 23-07-2025, 11-11-2025, 04-02-2026 and 23-03-2026.
The Composition of Nomination and Remuneration Committee and the details of meetingsattended by members during the year are given below.
No. ofNominationand
RemunerationCommitteeMeetings Held& Entitled toAttend
Remuneration
Committee
Meetings
Attended
In the absence of Mr. Shiny George, Chairperson of the Audit Committee, at the Annual GeneralMeeting held on August 26, 2025, the other members of the Nomination and RemunerationCommittee were present and duly represented the Committee. They were available to address thequeries raised by the members during the meeting. The Nomination and remuneration policyavailable on the website of the company at
https://anlon.co/uploads/11. Nomination and Remuneration Policy1.pdfSTAKEHOLDER RELATIONSHIP COMMITTEE
The stakeholder relationship committee comprises of One Non-Executive Director, One WholeTime Director and one Independent Director as its members. The Chairman of the Committee isan Non-Executive Director.
During the Financial year 2025-26, One (1) meeting of Stakeholder Relationship Committee washeld on 23-03-2026.
The Composition of Stakeholder and Relationship Committee and the details of meetings attendedby the members during the year are given below:
No. ofStakeholderRelationshipCommitteeMeetings Held& Entitled toAttend
No. ofStakeholderRelationshipCommitteeMeetingsAttended
Chairperson ofCommittee
Mrs. BeenaUnnikrishnan
Whole-time
0
Mrs. Veena Praveen, Chairperson of the Stakeholder Relationship Committee, was present at theAGM of the Company held on August 26, 2025.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility committee comprises Managing Director, Whole-timeDirector and one Independent Director as its members. The Chairman of the Committee isManaging Director.
During the Financial year 2025-26, One (1) meeting of Corporate Social Responsibility Committeewere held on 16-05-2025.
The Composition of Corporate Social Responsibility Committee and the details of meetingsattended by the members during the year are given below:
No. of CSRCommitteeMeetings Held& Entitled toAttend
No. of CSRCommitteeMeetingsAttended
Mr. Unnikrishnan NairPM
* Shiny George Resigned w.e.f. 06th day of July, 2026
Mr. Unnikrishnan Nair PM, Chairman of the CSR Committee, was present at the AGM of theCompany held on August 26, 2025.
PREVENTION OF SEXUAL HARASSMENT (POSH) COMMITTEE
The company has constituted an Internal Committee (‘IC’) in compliance with the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to providea safe and harassment-free workplace. The IC comprises a presiding officer who is a senior womanemployee, employee members and an external member, with women constituting more than fiftypercent of the committee's total membership. The committee is responsible for the prevention,prohibition and redressal of complaints relating to sexual harassment at the workplace.
The Composition of Internal Committee and the details of meetings attended by the membersduring the year are given below:
Name of the Member
No. of InternalCommitteeMeetings Held& Entitled toAttend
No. ofInternalCommitteeMeetingsAttended
Mr. Beena Unnikrishnan
Chairman of Committee
01
Mr. Chinta Venkata Rao *
00
Mr. Shobha G V
Mr. Joy George**
Mrs. Manjula Aiyappa
Ms. Madhuri AN
Ms. Anushree Chaumal ***
Mr. Alwyn Sebastin
External Member
Mrs. Jessy Jose ****
Mr. Emmyunual S *****
*Appointed On May 26, 2026** Appointed on February 04. 2026***Appointed on February 04. 2026****Resigned on February 04. 2026*****Resigned on January 31, 2026
21. ANNUAL RETURN
Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (‘theAct’), the Annual Return as on March 31, 2026, will be available on the Company’s website onAnnn.a.1 Return 2025-2026.pdf
22. CORPORATE GOVERNANCE REPORT
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governanceprovisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worthnot exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with theprovisions of Corporate Governance shall not apply to the Company and it does not form the partof the Annual Report for the financial year 2025-26.
AUDITORS
(i) STATUTORY AUDITORS
At the 7th AGM held on September 30, 2022 the Members had approved appointment of M/s.Goyal Goyal and Co., Chartered Accountants (Firm Registration No. 015069C) as StatutoryAuditors of the Company to hold office for a period of four years from the conclusion of that AGMtill the conclusion of the 11th AGM.
(ii) SECRETARIAL AUDITOR
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hasappointed M/s. Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P.No:18513)as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of thesaid Act for the Financial Year 2025-26.
A Secretarial Audit Report for the Financial Year 2025-26 is annexed herewith as Annexure-II inForm MR-3.
(iii) INTERNAL AUDITOR
The Board of directors has appointed of M/s. S K M K & Co., Chartered Accountants (Firm RegNo: 0144210W) as the internal auditor of the company; The Internal Auditor conducts the internalaudit of the functions and operations of the Company and reports to the Audit Committee andBoard from time to time.
(iv) REVIEW OF AUDITORS REPORT
The Notes on financial statements referred to in the Statutory Auditor’s Report are self-explanatoryand do not call for any further comments. There are no qualifications, reservations or adverseremarks made by Statutory Auditors M/s. Goyal Goyal and Co., Chartered Accountants (FirmRegistration No. 015069C), in the Auditor’s report for the Financial Year ended March 31, 2026.
(v) REVIEW OF SECRETARIAL AUDITORS REPORT
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s.Prem Pyara Tiwari & Associates, Practicing Company Secretaries (C.P. No: 18513), in theSecretarial Audit Report for the Financial Year ended March 31, 2026.
(vi) REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reportedto the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraudcommitted against the Company by its officers or employees, the details of which would need tobe mentioned in the Board’s Report.
(vii) COST RECORDS
During the financial year ended March 31, 2026, the provisions relating to maintenance of costrecords under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Recordsand Audit) Rules, 2014 were not applicable to the Company.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the ManagementDiscussion and Analysis of the Company for the year under review is presented in a separatesection forming the part of the Directors Report is attached here with as Annexure III.
24. DEMATERIALISATION OF SHARES
During the year under review, all the equity shares were dematerialized through depositories viz.National Securities Depository Limited and Central Depository Services (India) Limited, whichrepresents 100% of the total paid-up capital of the Company. The Company ISIN No. isINE01R101013 and Registrar and Share Transfer Agent is MUFG Intime India Private Limited.
25. DIRECTOR REMUNERATION AND SITTING FEES
Member’s attention is drawn to Financial Statements wherein the disclosure of remuneration paidto Directors is given during the year 2025-26. Details of Sitting fees paid to the non-executivedirectors are disclosed in the financial statements.
26. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm’slength basis and were in the ordinary course of business. There are no materially significant relatedparty transactions made by the company with related parties which may have potential conflictwith the interest of the company at large. Your directors draw your attention to notes to thefinancial statements for detailed related parties’ transactions entered during the year.
Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board orMembers / Shareholders has been obtained for such transactions. However, as part of goodcorporate governance, all related party transactions covered under Section 188 of the Act areapproved by the Audit committee.
The E-form AOC- 2 is attached as Annexure - IV with this report.
27. CREDIT RATING
The company has obtained Credit Rating from Acuite Ratings and Research Agency during theyear, for the Loan Facilities (Both Fund Based and Non-Fund Based) obtained from State Bank ofIndia for Bank Guarantee, Cash Credit, Forward Contracts and Letter of Credit
28. MEETING OF INDEPENDENT DIRECTORS
Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independentdirectors of the Company shall hold at least one meeting in a financial year, without the attendanceof non-independent directors and members of the Management.
During the year under review, the Independent Directors met on March 17, 2026 inter alia, to:
1. Review the performance of the Non- Independent Directors and the Board of Directors as awhole.
2. Review the performance of the Chairman of the Company, taking into the account of theviews of the Executive and Non- Executive Directors.
3. Assess the quality, content and timeliness of flow of information between the managementand the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting. At the meeting, the independentdirectors discussed, among other matters, the performance of the Company and risks faced by it,
the flow of information to the Board, competition, strategy, leadership strengths and weaknesses,governance, compliance, Board movements, succession planning, human resources matters andthe performance of the executive members of the Board, and the Chairman.
During the year under review no new Independent Directors were appointed in the Company.
29. DECLARATION FROM INDEPENDENT DIRECTORS
All the Independent Directors on the Board have given a declaration of their independence to theCompany as required under section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) ofthe Listing Regulations.
Based on the declarations received and after undertaking due assessment of the veracity of thesame, the Board of Directors is of the opinion that the Independent Directors possess the requisiteintegrity, expertise, experience, proficiency and fulfil the conditions specified under the Act andthe LODR Regulations for being appointed and continuing as Independent Directors of theCompany.
30. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS
An Independent Director shall be a person of integrity and possess appropriate balance of skills,experience and knowledge in one or more fields of finance, law, management, sales, marketingand technical operations or any other discipline related to the Company’s business. The Companydid not have any peculiar relationship or transactions with non-executive Directors during the yearended March 31, 2026.
31. FORMAL ANNUAL EVALUATION
The evaluation framework for the Board of Directors has been designed in accordance with therequirements of the Act and LODR Regulations and in consonance with the guidance note onBoard evaluation issued by SEBI. The framework has been approved by the Board based on therecommendation of the Nomination and Remuneration Committee. The objective of the frameworkis to ensure corporate governance standards are maintained; to facilitate the identification of areasof concern and the areas to be focused upon for enhancing the functioning of the Board; to createand to steer the Board in direction of achieving the Company’s mission and vision.
The Nomination and Remuneration Committee is primarily responsible for framing the criteria ofevaluation (including for evaluation of the Board, and the Independent Directors). Such criteria
may vary for different categories of individuals/groups depending on the functions,responsibilities, competencies required etc. The evaluation criteria for the Board as a whole includeaspects such as the structure of the Board, management and functions of the Board etc. Theevaluation criteria for the Committees of the Board includes aspects such as composition of theCommittee, effectiveness of the Committee, contributions to decisions of the Board etc. Theevaluation criteria for Directors and chairperson includes aspects such as fulfilment of functions,knowledge and competency, effectiveness of leadership and ability to steer meetings etc. Theevaluation criteria for Independent Directors includes aspects such as participation atBoard/Committee meetings, managing relationship, knowledge and skill, personal attributes, etc.
The Board carried out an annual evaluation of its own performance, Board’s committees, andindividual Directors pursuant to the provisions of the Act and LODR Regulations. This exercisewas carried out through a structured questionnaire prepared separately for the Board, Committees,Chairperson of the Board, and individual Directors. The questionnaires were uploaded on theonline tool for the Directors to carry out the evaluation for the financial year under review.
32. INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the provisions relating to transfer of funds to Investor education andprotection fund does not apply to the Company.
33. CORPORATE SOCIAL RESPONSIBILITY
CSR initiatives and activities are aligned to the requirements of Section 135 of the Act.
A brief outline of the CSR policy of the Company and the initiatives undertaken by the Companyon CSR activities during the year are set out in Annexure I of this report in the format prescribedin the Companies (Corporate Social Responsibility Policy) Rules, 2014.
This Policy is available on the Company’s website at
https://anlon.co/uploads/12. Corporate Social Responsibility Policy.pdf34. POLICIES OF THE COMPANY? REMUNERATION AND APPOINTMENT POLICY
The Company has devised, inter-alia, a policy on Director’s appointment and remunerationincluding that of Key Managerial Personnel, Senior Management Personnel and other
employees. The policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determine theindependence of Directors, while considering their appointment as Directors of the Companyand that remuneration is directed towards rewarding performance based on Individual as wellas Organisational achievements and Industry benchmark. There has been no change in thepolicy during the year under review. The policy is available on the Company’s website athttps://anlon.co/uploads/11. Nomination and Remuneration Policy1.pdf
? POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION
Your Company has adopted the policy on Materiality of Related Party Transaction to set outthe dealing with the transaction between the Company and its related parties. The Policy onMateriality of Related Party Transaction has been available on the website of the Company athttps://anlon.co/uploads/8. Related Party Transaction Policy.pdf
? POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT
Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. The Policy on Code of Conduct forDirector and Senior Management has been available on the website of the Company athttps://anlon.co/uploads/6. Code of Conduct for Sr Mgnt Persnel.pdf
? PREVENTION OF INSIDER TRADING
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code ofConduct to regulate, monitor and report trading by employees and other connected persons andcode of practices and procedure for fair disclosure of unpublished price Sensitive Information.The same has been available on the website of the Company athttps://anlon.co/uploads/1. Code of Conduct for Insider Trading.pdf
? POLICY AND PROCEDURE FOR INQUIRY IN CASE OF LEAK OF UPSI
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code ofConduct to procedure for inquiry in-case of leak of Un-published Price Sensitive information(UPSI) by employees, Designated Partners and other connected persons The same has beenavailable on the website of the Company
? POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY
Pursuant to provision of the regulations, the board has formulated the policy on the Preservationof Documents & Archive policy. The same has been available at the website of company athttps://anlon.co/uploads/5. Policy for Preservation of Documents.pdf
? DIVIDEND DISTRIBUTION POLICY
Pursuant to provision of the regulations, the board has formulated the policy on DividendDistribution policy. The same has been made available on the website of the company athttps://anlon.co/uploads/15 Dividend-Distribution-Policy.pdf
? BUSINESS RISK MANAGEMENT
The Company has taken various steps in connection with the implementation of RiskManagement measures in terms of provisions contained in the Companies Act, 2013, afteridentifying the elements of risks which in the opinion of the Board may threaten the veryexistence of the Company. The Company has laid down a comprehensive Risk Assessment andMinimization Procedure which is reviewed by Board from time to time. Key risks identifiedare methodically addressed through mitigating actions on a continuing basis. The policy of riskmanagement is made available on the website of the company athttps://anlon.co/uploads/9. Risk Management Policy.pdf
? VIGIL MECHANISM/WHISTLE BLOWER MECHANISM
Your Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement, if any. The Vigil Mechanism has been available on the website of theCompany athttps://anlon.co/uploads/10 Whistle Blower Policy.pdf
? POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OFEVENTS AND INFORMATION
Your Company has adopted a Policy on Determination and Disclosure of Materiality of Eventsand Information. The Policy on Determination and Disclosure of Materiality of Events andInformation has been available on the website of the Company athttps://anlon.co/uploads/4 Policy for Determining Materiality of Events.pdf
35. PARTICULARS REGARDING EMPLOYEES’ REMUNERATION
During the year under review, the details of employees drawing remuneration which is in excessof the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexedherewith as Annexure-V.
The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-V.
36. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) aswell as information by directors in Form DIR 8 under Section 164(2) and declarations as tocompliance with the Companies Act, 2013 & Listing Regulations.
37. DISQUALIFICATIONS OF DIRECTORS
During the financial year 2025-2026 under review the Company has received Form DIR-8 fromall Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 readwith Companies (Appointment and Qualification of Directors) Rules, 2014 that none of theDirectors of your Company is disqualified to hold office as per provision of Section 164(2) of theCompanies Act, 2013 and debarred from holding the office of a Director pursuant to any order ofthe SEBI or any such authority in terms of SEBI letter dated 14th June, 2018 and NSE circulardated 20th June 2018 on the subject “Enforcement of SEBI orders regarding appointment ofDirectors by Listed Companies”.
The Directors of the Company have made necessary disclosures, as required under variousprovisions of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
38. SECRETARIAL STANDARDS
Your directors’ states that they have devised proper systems to ensure compliance with theSecretarial Standards and that such system are adequate and operating effectively.
39. OTHER REGULATORY REQUIREMENT
The Company has been complied with all regulatory requirements of central government and stategovernment and there were no significant and material orders passed by the Regulators or Courtsor Tribunals during the year impacting the going concern status and the Company’s operations infuture.
40. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. Thesalient features of this system are centralized database of all complaints, online upload of ActionTaken Reports (ATRs) by the concerned companies and online viewing by investors of actionstaken on the complaint and its status. Your Company has been registered on SCORES and makesevery effort to resolve all investor complaints received through SCORES or otherwise within thestatutory time limit from the receipt of the complaint. The Company has not received any complainton the SCORES during financial year 2025-26.
41. INVESTOR GRIEVANCES REDRESSAL STATUS
During the Financial Year 2025-2026, there were no complaints or queries received from theshareholders of the Company. Company Secretary acts as the Compliance Officer of the Companyis responsible for complying with the provisions of the Listing Regulations, requirements ofsecurities laws and SEBI Insider Trading Regulations. The Investor can send their query tocs.anlon@anlon.co.in.
42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy onprevention, prohibition, and Redressal of Sexual Harassment at workplace in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and Rules there under. The policy aims to provide protection to employeesat the workplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto, with the objective of providing a safe working environment, whereemployees feel secure.
The Company has constituted committee (known as the Internal Complaints Committee) under thesexual harassment of women at workplace (prevention, prohibition, and Redressal) Act, 2013 andcomplied with the provisions of the same.
The Policy on prevention, prohibition, and Redressal of Sexual Harassment at workplace isavailable on the website of the Company at
https://anlon.co/uploads73 Prevention of Sexual Harressment Policy.pdf
The following is the Summary of sexual harassment complaints received and disposed off duringthe FY 2025-2026:
Number of complaints of sexual harassment received in the year
Number of complaints disposed off during the year; and
NA
Number of cases pending for more than ninety days.
43. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended,and ensures that all eligible women employees are extended the benefits and protections mandatedunder the Act, including paid maternity leave and other entitlements. The Company also promotesa gender-inclusive workplace and is committed to supporting the health and well-being of womenemployees through appropriate workplace policies and practices.
44. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS ATTHE END OF THE FINANCIAL YEAR
During the year under review this provision is not applicable on our Company.
45. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITHTHE REASONS THEREOF
46. DISCLOSURE REGARDING RECEIPT OF COMMISSION BY A DIRECTOR FROMTHE HOLDING OR SUBSIDIARY OF A COMPANY, IN WHICH SUCH PERSON IS AMANAGING OR WHOLE-TIME DIRECTOR - 197(14)
47. SIGNIFICANT AND MATERIAL LITIGATIONS AND ORDER
During the year, there were no significant and material orders passed by the Regulators / Courtswhich would impact the going concern status of the Company and its future operations.
48. COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS ANDSENIOR MANAGEMENT
The Board of Directors and Senior Management of the Company have complied with theCompany's Code of Conduct applicable to Board of Directors and Senior Management.
49. FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
The company has implemented a robust Familiarization Program for independent directors, aimingto equip them with the necessary knowledge, insights, and exposure to effectively discharge theirresponsibilities. The program includes comprehensive induction, periodic updates on industrytrends, site visits, relevant training programs, access to information, and regular interactions withsenior management. By actively engaging independent directors and providing them with thenecessary resources, we strive to foster a well-informed and engaged Board that contributes toeffective governance and value creation.
The Policy on Determination and Disclosure of Familiarization Programme for IndependentDirectors has been available on the website of the Company athttps://anlon.co/uploads/Familiarization Programme.pdf
Summary of familiarization programs imparted to Independent Directors
SL
No
Financial
Year
Date ofProgrammes
Purpose
Total number ofhours spent byIndependentDirectors (hours)
Related Party TransactionFramework at Anlon
05.00
02
2025-2026
Status of borrowing &liquidity position, Financialplanning, accounting andreporting
06.00
50. STATEMENT OF DEVIATION(S) OR VARIATION
51. DECLARATION SIGNED BY THE CHIEF EXECUTIVE OFFICER STATING THATTHE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENTPERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OFBOARD OF DIRECTORS AND SENIOR MANAGEMENT
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisionsof declaration signed by the chief executive officer stating that the members of board ofdirectors and senior management personnel have affirmed compliance with the code ofconduct of board of directors and senior management shall not apply to the Company and itdoes not form the part of the Annual Report for the financial year 2025-26.
52. COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICINGCOMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE
Since, our Company falls in the ambit of SME Listed entity; hence compliance with the provisionsof Compliance certificate from either the auditors or practicing company secretariesregarding compliance of conditions of corporate governance shall not apply to the Company andit does not form the part of the Annual Report for the financial year 2025-26.
53. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OFTHE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
During the Financial Year 2025-26, no new Independent Directors were appointed on the Boardof the Company. Hence, the requirement to provide the Board’s opinion regarding the integrity,expertise, experience, and proficiency of newly appointed Independent Directors does not arise forthe year under review.
54. DISCLOSURES REGARDING DEMAT SUSPENSE ACCOUNT / UNCLAIMEDSUSPENSE ACCOUNT
As all shares of the Company are held in dematerialised form, there is no outstanding equity inphysical mode. Accordingly, the provisions relating to disclosures under the Demat SuspenseAccount or Unclaimed Suspense Account, as specified under Para F of Schedule V of the ListingRegulations are not applicable to the Company.
55. DISCLOSURE REQUIREMENTS FOR CERTAIN TYPES OF AGREEMENTS BINDINGLISTED ENTITIES UNDER REGULATION 30A(2) OF LISTING REGULATIONS
There are no agreements entered into by the shareholders, promoters, promoter group entities,related parties, directors, key managerial personnel, employees of the listed entity or of its holding,subsidiary or associate company, among themselves or with the listed entity or with a third party,solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is
to, impact the management or control of the listed entity or impose any restriction or create anyliability upon the listed entity as on the date of notification of clause 5A to Para A of Part A ofSchedule III of the Listing Regulations.
56. ACKNOWLEDGEMENT
The Directors thank the Company’s employees, customers, vendors, investors and academicpartners for their continuous support.
The Directors also thank the Government of India, Governments of various states in India,concerned Government departments and agencies for their co-operation.
For Anlon Technology Solutions Limited
Sd/- Sd/-
Mr. Unnikrishnan Nair P M Mrs. Beena Unnikrishnan
Managing Director Whole-time Director
DIN: 01825309 DIN: 07222504
Add: 5001, Prestige Apt, Add: 5001, Prestige Apt,
Eternity Doddaballapur Road, Eternity Doddaballapur Road,
Ananthpur Gate, Puttenahalli, Ananthpur Gate, Puttenahalli,
Yelahanka, Bangalore North- 560064 Yelahanka, Bangalore North- 560064
Date : 06.07.2026Place : Mumbai