Directors Report of Vikalp Securities Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting 38^th (Thirty-Eight Annual Report on the business
and operations of the Company and the accounts or the Financial Year ("FY") ended on 31^st
March, 2024.

FINANCIAL RESULTS:

(Rs. in Lakhs)

PARTICULARS	Year Ended on 31st March, 2024	Year Ended on 31st March, 2023
Revenue from Operations	-	-
Other Income	26.445	21.607
Total Revenue	26.445	21.607
Total Expenses	24.474	22.005
Profit Before Tax	1.971	(0.308)
Payment & Provision of Current Tax	-	-
Deferred Tax Expenses/(Income)	(0.001)	(0.001)
Profit After Tax	1.972	0.397

STATE OF COMPANY''S AFFAIRS:

During the year under review, your company recorded NIL Revenue and as there was no
business activities in last 2 years.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company.

DIVIDEND:

During the period under review, the Company does not declared the Dividend.

TRANSFER TO RESERVES:

During the period under review, the Company has not transferred any profit to reserves.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2024 is available on the Company''s website at www.vikalpsecurities.com.

SHARE CAPITAL

The Issued, subscribed and paid up Equity Share Capital of the company as on 31st of March,
2023 is Rs. 3,05,19,000/- divided into 30,51,900 shares of Rs. 10 each. During the year the
company has not issued any shares including Equity shares with Differential voting rights,
Sweat Equity Shares, Employee Stock Option etc.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND
THE DATE OF THE REPORT:

Other than as stated elsewhere in this report, there were no material changes and
commitments affecting the financial position of the Company, which occurred between the
end of the financial year to which this financial statement relates on the date of this Annual
Report except to open offer made by company during the year under review.

OPEN OFFER:

During the period under review, Open offer made for 7,93,500 fully paid Equity Shares of face
value of Rs.10/- (Rupees Ten Only) each representing 26.00% of the total paid-up, issued and
subscribed capital of "Vikalp Securities Limited" ("Target Company") at a price of Rs. 25.00/-
each (Offer Price) for each fully paid up shares by Mr. Deepakbhai Patel (Acquirer No. 1), Mrs.
Kamuben Patel (Acquirer No. 2) and Mr. Priyam Shah (PAC) in pursuant to Regulation 3(1)
and 4 of the SEBI (SAST) Regulations, 2011. The offer had opened on 16^th July, 2024 and closed
on 30^th July, 2024.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

DEPOSITS:

During the financial year, your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

FINANCE:

To meet the funds requirement of working / operational capital your Company utilize the
internal accruals as funds.

CREDIT RATING:

The provisions related to Credit Rating is not applicable to the Company.

DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES

Your Company does not have any holding, subsidiary, associate or any joint venture.
MERGERS AND ACQUISITIONS:

There were no mergers / acquisitions during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company on 31^st March, 2024 is as under:

i) Directors to retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of your Company, Mr. Arun Kejriwal (DIN: 00687890) Director

of the Company, retire by rotation at the ensuing Annual General Meeting and being
eligible have offered themselves for re-appointment.

The details as required under the provisions of the Companies Act and Listing
Regulations are provided in the Notice convening the ensuing Annual General Meeting.

ii) APPOINTMENT AND RESIGNATION OF DIRECTORS

During the period under review, following director were appointed and resigned:
Appointment of Director:

During the year under review; Mr. Shobhit Tiwari (DIN: 10502458) has been appointed
as an Additional Non-Executive Independent Director w.e.f. 12^th February, 2024.

Further, in the ensuing general meeting, your Directors has proposed to appoint Ms.
Oshin Shailesh Vaghela and Ms. Indira Suresh Vora as an Independent
Director of the Company for a period of 5 years and Mr. Deepakbhai Patel
as a Chairman and Managing Director of the Company for a period of 5
years.

Resignation of Director:

During the year under review; Mr. Mohammad Faraz (DIN: 09484291) has been
resigned as Non-Executive Independent Director w.e.f. 12^th February, 2024.

iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under
the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules
issued thereunder as well as Regulation 16 of the Listing Regulations.

The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act.

During the period under review, separate Meeting of Independent Director of the
company was held on 06^th March, 2024.

iv) Key Managerial Personnel (KMP):

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules
framed there under, the following executives have been designated as Key Managerial
Personnel (KMP) of the Company.

1. Mr. Arun Kejriwal - Managing Director

2. Ms. Sonali Kejriwal - Chief Financial Officer

3. Ms. Nida Khatoon - Company Secretary

MEETINGS OF THE BOARD:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company''s policies and
strategies apart from the Board Matters. During the year, four (4) Board meetings were
convened and held on 30.05.2023, 11.08.2023, 06.11.2023 and 12.02.2024 respectively, in respect
of which meetings proper notices were given and the proceedings were properly recorded
and signed.

Name of	Designation &	No. of Board
Director	Category	Meetings attended
Mr. Arun Kejriwal	Managing Director	4
Mrs. Sonali Kejriwal	Director cum CFO	3
Mr. Vinod Kumar Sharma	Non-Executive Independent Director	4
Mr. Sharad Tandon	Non-Executive Independent Director	3
Mr. Mohammad Faraz	Non-Executive Independent Director	3

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there

under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31^st March, 2024, the
applicable accounting standards had been followed along with proper explanation
relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at 31^st March, 2024 and of the Profit of the
Company for the period ended on 31^st March, 2024.

c) 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 fraud and other
irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down Internal Financial Controls (''IFC'') and that such Internal
Financial Controls are adequate and were operating effectively.

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has conducted familiarization programme for Independent Directors during
the year. The details of the same are given in the Corporate Governance Report and also
posted on the website of the Company at www.vikalpsecurities.com.

BOARD PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has
carried out the annual performance evaluation of its own performance and that of its statutory
committee''s Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and
Remuneration Committee and also of the individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Board''s functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of Directors on parameters
such as level of engagement and contribution, independence of judgment safeguarding the
interest of the Company and its minority shareholders etc. The entire Board carried out the
performance evaluation of the Independent Directors and also reviewed the performance of
the Secretarial Department.

As required under the provisions of the Act and the Listing Regulations, a separate meeting
of the Independent Directors of the Company was held on 12.02.2024 to evaluate the
performance of the Chairman, Non- Independent Directors and the Board as a whole and also
to assess the quality, quantity and timeliness of flow of information between the management
of the Company and the Board.

The Directors expressed their satisfaction with the evaluation process.

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.

Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or
Committee of the Board, approved by the Board of Directors within the overall ceilings
prescribed under the Act and Rules framed thereunder.

All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are
paid remuneration as mutually agreed between the Company and the Executive Directors
within the overall limits prescribed under the Companies Act, 2013.

In determining the remuneration of the Senior Management Employees, the Nomination and
Remuneration Committee ensures / considers the following:

> The remuneration is divided into two components viz. fixed component comprising
salaries, perquisites and retirement benefits and a variable component comprising
performance bonus;

> The remuneration including annual increment and performance bonus is decided based
on the criticality of the roles and responsibilities, the Company''s performance vis-a-vis the
annual budget achievement, individual''s performance vis-a-vis Key Result Areas (KRAs)
/ Key performance Indicators (KPIs), industry benchmark and current compensation
trends in the market.

CODE OF CONDUCT:

The Board of Directors has adopted the Policy on Code of Conduct in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of
Conduct of the Company lays down guidelines and procedures to be followed and disclosures
to be made while dealing with shares of the Company as well as consequences of violation.

The code of practices and procedures for fair Disclosures of unpublished price sensitive
information and code of conduct to regulate, monitor and report trading by Insiders is
available on the website www.vikalpsecurities.com.

All Board members and Senior Management Personnel have affirmed compliance of the Code
of Conduct. A declaration to this effect, signed by the Managing Director of the Company
forms part of this Report. The Board has also adopted separate code of conduct with respect
to duties of Independent Directors as per the provisions of the Companies Act, 2013.

COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part
of the Corporate Governance Report, which forms part of this Annual report.

I. Audit Committee:

The Company has constituted an Audit Committee as per the requirement of the Companies
Act, 2013.

During the year under review 4 (Four) meetings were held viz 30.05.2023, 11.08.2023,
06.11.2023, 12.02.2024. The Composition and attendance of the Committee s as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Vinod Kumar Sharma	Chairman	4
2	Shobhit Tiwari	Member	4
3	Sharad T andon	Member	3

TERMS OF REFERENCE:

The terms of reference of the Audit Committee are as under:

• Overseeing the Company''s financial report process and the disclosure of its
financial information.

• To recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity.

• To approve the payment to statutory auditors for any other services rendered by the
statutory auditors.

• To review, with the management, the financial Statements and Auditor''s Report
thereon before submitting to the board for approval.

• To review quarterly, half yearly and Annual Financial results before submission to
the Board.

• To review, with Management, the statement of uses/application of funds raised
through issue, the statement of funds utilized for purposes other than those stated in
the offer document/prospectus/notice and the report submitted by the monitoring

agency monitoring the utilization of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter.

• To review and monitor the auditor''s independence and performance, and
effectiveness of audit process.

• To approve any subsequent modification of transactions of the listed entity with
related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the listed entity, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• To review the adequacy of internal control systems with the management, external
& internal auditors.

• To review, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems.

• To look into the reasons for substantial defaults in the payment to the depositors,

• debenture holders, shareholders (in case of non-payment of declared dividends) (in
case of non-payment of declared dividends) and creditors.

• To review the functioning of the whistle blower mechanism.

• Recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity.

• Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate.

• Discussion with external auditors about the nature and scope of audit including their
observation.

• To investigate into any matter referred to by the Board.

II. Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship Committee in terms of the
requirements of the Companies Act, 2013.

During the year under review 1 (one) meetings was held viz. 15.03.2024 The Composition and
attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mr. Vinod Kumar Sharma	Chairman	1
2	Mr. Arun Kejriwal	Member	1
3	Mrs. Sonali Kejriwal	Member	1

TERMS OF REFERENCE:

The terms of reference of the Stakeholder Relationship Committee are as under:

• Redressal of shareholders''/investor''s complaints;

• Reviewing on a periodic basis the Approval of Transfer or transmission of shares,
debentures or any other securities made by the Registrar and Share Transfer Agent;

• Issue of duplicate certificates and new certificates on split/ consolidation/renewal;

• Non-receipt of declared dividends, balance sheets of the Company; and

• Carrying out any other function as prescribed under the Listing Compliances.

III. Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in terms of the
requirements of the Companies Act, 2013.

During the year under review 4 (Four) meetings was held viz. 30.05.2023, 11.08.2023,
06.11.2023 and 12.02.2024. The Composition and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mr. Vinod Kumar Sharma	Chairman	4
2	Mr. Mohammad Faraz	Member	4
3	Mr. Sharad T andon	Member	3
4	Mrs. Sonali Kejriwal	Member	3

TERMS OF REFERENCE:

The terms of reference of the Nomination and Remuneration Committee are as under:

• To recommend to the Board, the remuneration packages of the Company''s
Managing/Joint Managing/Whole time / Executive Directors, including all elements of
remuneration package (i.e., salary, benefits, bonuses, perquisites, commission,
incentives, stock options, pension, retirement benefits, details of fixed components and
performances linked incentives along with the performance criteria, service contracts.
notice period, severance fees, etc.);

• To be authorized at its duly constituted meeting to determine on behalf of the Board of
Directors and on behalf of the shareholders with agreed terms of reference, the
Company''s policy on specific remuneration packages for Company''s Managing/Joint
Managing/Whole time /Executive Directors, including pension rights and any
compensation payment;

• Such other matters as May from time to time are required by any statutory, contractual
or

other regulatory requirements to be attended to by such committee.

IV. Share Transfer Committee:

The Company has constituted a Share Transfer Committee in terms of the requirements of the

Section 46 of Companies Act, 2013.

During the year under review 1 (one) meetings was held viz. 21.11.2023. The Composition

and attendance of the Committee is as under:

Sr. No.	Name of Member	Chairman/Member	No. of Meetings attended
1	Mr. Arun Kejriwal	Chairman	1
2	Mrs. Sonali Kejriwal	Member	1
3	Mr. Mohammad Faraz	Member	1

V. Risk Management Committee:

The provisions regarding the Risk Management Committee does not apply to the Company.

VI. Corporate Social Responsibility Committee:

The provisions of section 135 of the Companies Act, 2013 does not apply to the Company.
AUDITORS AND AUDITORS'' REPORT:

Statutory Auditors:

The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.

Pursuant to provisions of Section 139 of the Act and Rules made thereunder, M/ s. GUPTA
AND SHAH, Chartered Accountants, Kanpur, were appointed as the Statutory Auditors of
the Company for a period of 5 consecutive financial years to hold office from the conclusion
of the 36TH Annual General Meeting of the Company held on 29th September 2022, till the
conclusion of the 41^st Annual General Meeting to be held in the year 2027. They have
confirmed that they are not disqualified from continuing as Auditors of the company. M/ s
GUPTA AND SHAH, Chartered Accountants, submitted their report for the financial year
ended March 31, 2023. The observations of the auditors are explained wherever necessary in
appropriate notes to the accounts. Also, there is no adverse comment in the Auditor''s Report.

Explanation or comments on qualifications, reservations or adverse Remarks or disclaimers
made by the auditors in his report:

The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors
in their report and does not call for any further explanation/comment from the board except
the following:

With respect to the Emphasis of matters to be included in the Auditor''s Report in accordance
with the requirements of section 45-IA of the Reserve Bank of India Act, 1934, we report that,
in our opinion and to the best of our information and according to the explanations given to
us, the company was registered with SEBI having registration no. INB100726335 w.e.f.
07.06.1995 under section 12 of SECURITIES AND EXCHANGE BOARD OF INDIA ACT and
was a stock broker of Uttar Pradesh Stock Exchange. As the company was carrying on the
business of stock broking and was governed by SEBI, thus as per the RBI guidelines, it was
exempt from the applicability of the provisions of section 45-IA of the Act, therefore, the need
of getting the company registered with RBI as Non-Banking Finance Company did not arise.
However, later on the Company surrendered the stock broking and the same became effective
from November, 2012, thereafter the company decided upon to majorly carry on the security
trading and investment business on its own account, a line of business in which it was having
profound experience and working knowledge for many past years. As the business with
which the company was going to continue after the above said surrender did not require the
registration as NBFC with RBI, thus
the company did not apply for the same.

However, the company was confident to carry on its security trading business with full
success and extract good amount of revenue from the same and tried its best to successfully
undertake it for long term out as this business completely depends upon the market
conditions and prospects, it could not envisage the feasible outcomes and revenues as was
aimed by the company. Thus, for the time being the Company focused on other areas of work
for revenue generation and deployed its funds towards providing loans to persons. Although
Company is keeping a close watch on the security market to tap feasible and revenue
generating trading opportunities and is affirmative that it would very soon start trading in
the market. Thus, the Company has not gone for registration with RBI as NBFC as till dale its
sole business is not providing loan to persons. Besides that, company is also proposing to
diversify its trading activities in other fields also.

Secretarial Auditors:

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 had
appointed M/s. Adesh Tandon and Associates, Practicing Company Secretaries, Kanpur as
the Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for
the financial year 2023-24 and to furnish the audit report to the Company. The Secretarial
Audit Report is annexed to this report as Annexure - I.

The Secretarial Auditors of the Company have also made the same observations in their report
as made by Statutory Auditors and the same has already explained above.

Internal Auditor:

The Internal Auditor has carried out the internal audit for the reporting period.

Frauds Reported by Auditors

During the year under review, no instance of fraud in the Company was reported by the
Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has in its place adequate Internal Financial Controls with reference to Financial
Statements. During the year, such controls were tested and no reportable material weakness
in the design or operation of Internal Finance Control System was observed.

For all amendments to Accounting Standards and the new standards notified, the Company
carries out a detailed analysis and presents the impact on accounting policies, financial results
including revised disclosures to the Audit Committee. The approach and changes in policies
are also validated by the Statutory Auditors.

Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by
the Internal Auditors. Internal Audit observations and corrective action taken by the
Management were presented to the Audit Committee. The status of implementation of the
recommendations were reviewed by the Audit Committee on a regular basis and concerns if
any were reported to the Board.

As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have
expressed their views on the adequacy of Internal Financial Control in their Audit Report.

RELATED PARTY TRANSACTIONS (RPT):

All contracts/arrangements/transactions entered by the company with the related parties
were on arm''s length basis and in the ordinary course of business.

All such Related Party Transactions are placed before the Audit Committee for approval,
wherever applicable. Prior omnibus approval is obtained for the transactions which are
foreseen and repetitive in nature. A statement of all related party transactions is presented
before the Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions.

The Company has adopted a policy on Related Party Transactions, and the same is available
on the website of the company www.vikalpsecurities.com at
http://vikalpsecurities.com/7page id=100.

Form AOC 2 regarding the details of related party transactions is annexed with this report as
"Annexure II"

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE
UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments under section 186 of the Companies Act, 2013
have been provided in the relevant notes to the financial statements annexed to the Annual
Report of the Company

LOAN RECEIVED FROM DIRECTORS

During the period under review, the Company has not accepted any unsecured loan from the
Directors pursuant to Rule 2(1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting
of Board and its Powers) Rules, 2014, the Company has adopted a policy on Vigil Mechanism
for directors and employees of the company to report their genuine concern for any unethical
conduct or malpractice, violation of code of conduct observed by them in the company.

The Company promotes ethical behaviour in all its business activities and in line with the best
practices for corporate governance. It has established a system through which directors &
employees may report breach of code of conduct or suspected fraud, unethical business
practices, illegality, fraud, and corruption etc. at work place without fear of reprisal. The
Board designated and authorized Mrs. Sonali Kejriwal, Director of the Company as Vigilance
and Ethics Officer and Vinod Kumar Sharma, Chairman of the Audit Committee to oversee
the vigil mechanism. The functioning of the Vigil mechanism is reviewed by the Audit
Committee from time to time. It may be noted that if any of the members of the Committee
do have a conflict of interest in any given case, he/she to recues themselves and the others on
the committee would deal with the matter on hand.

The mechanism provides for adequate safeguards against victimization of directors,
employees who avail of the mechanism and also provide for the direct access to the Chairman
of the Audit Committee.

Details of Vigil Mechanism adopted by the company are available on the website of the
company www.vikalpsecurities.com at http://vikalpsecurities.com/?page id=100.

POLICY ON INSIDER TRADING:

The company follows a strict code on prohibition of Insider Trading and the same has been
detailed to all the directors, senior management and employees of the Company.

For ensuring the same, the company has adopted a code of fair disclosure of Unpublished
Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading)
Regulations, 2015 which is available on the website of the company
www.vikalpsecurities.com at http: / / vikalpsecurities.com/ ?page id=124.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always been committed to provide a safe and conducive work environment
to its employees. Your directors further state that during the year under review there were no
cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 during the financial year 2023-24. The details regarding the same is enclosed as
''Annexure - III''.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as
''Annexure - IV''.

CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores
therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations
17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V
are not applicable to the Company. Hence Corporate Governance does not form part of this Board’s
Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company''s current working and future outlook
as per Annexure - V.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability
Report does not applicable to the Company.

INSURANCE:

The Company''s Plant, Property, Equipment and Stocks are adequately insured under the
Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis
on replacement value. The scope of coverage, insurance premiums, policy limits and
deductibles are in line with the size of the Company and its nature of business.

ENVIRONMENT:

As a responsible corporate citizen and as company is involved in textile business and
environment safety has been one of the key concerns of the Company. It is the constant
endeavour of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained cordial and harmonious during the
year and management received full cooperation from employees.

OTHER DISCLOSURES AND INFORMATION:

(A) Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Act.

(B) No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

(C) General Shareholders'' Information

Annual General Meeting:	Monday, 30th September, 2024 at 6:00 p.m. through Video Conferencing / Other Audio Visual Means (VC).
Financial Year:	April 01, 2023 to March 31, 2024
Record Date for Dividend:	-
Dividend Payment Date:	-
Listing Details:	Equity Shares are listed on the following Stock Exchanges: BSE Limited. The Annual Listing Fees for the year 2023-24 has been paid to the BSE Limited.

Stock Code:	BSE Ltd.: 531334
ISIN Number:	INE186E01011
CIN	L68200UP1986PLC007727
Registrar and Share Transfer Agent:	Skyline Financial Services Pvt. Ltd, D-153-A, 1st Floor, Okhla Industrial Area, Phase-I,New Delhi - 110020

(D) Registrar & Transfer Agent

The work related to Share Transfer Registry in terms of both physical and electronic
mode is being dealt with by Skyline Financial Services Pvt. Ltd, D-153-A, 1st Floor,
Okhla Industrial Area, Phase-I, New Delhi - 110020.

(E) Share Transfer System:

The share transfer activities under physical mode are carried out by the RTA. Shares in
physical mode which are lodged for transfer are processed and returned within the
stipulated time. Physical shares received for dematerialization are processed and
completed within a period of 21 days from the date of receipt. Bad deliveries are
promptly returned to Depository Participants (DP''s) under advice to the shareholders.

The Company has applied for the delisting of equity shares to the Calcutta Stock
Exchange on 11/10/2007. Since then, there are various correspondences between the
Company and the Stock Exchange is going on and the matter of delisting of the
Company from the Calcutta Stock Exchange is still pending.

ACKNOWLEDGMENT:

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 unstinted commitment and continued
contribution of the Employee to the Company.

By Order of the Board

For Vikalp Securities Limited

Arun Kejriwal Date: 06.09.2024

Chairman and Managing Director Place: Kanpur

DIN: 00687890

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Mar 31, 2013

Dear Members,

The directors have pleasure in presenting their Annual Report together with Audited Accounts of the Company for the year ended 31st March 2013

FiNANCiAL RESUlTS * 2012-2013 2011-2012

Total lncome 3236183 .53 2654618.47

Profit before lnterest -973377 14 99842 24 .Depreciation&Tax

Less Depreciation 5162.36 36694.75

Interest 00 00

PBT/(Loss) Before Tax -978539.50 63147.49

Fringe Benefit Tax 00 00

Deferred Tax Assets/(Liability) 1012 6711

Current Year Income tax 492441 23613

Prior Period lncome/(Expenses) 00 00

*1469968.50 46245 49

Appropriation 00 00

General Reserve 00 00

Balance Carried to Balance Sheet -1469968. 50 46245.49

During the year under review, the total income of the Company is Rs 3236183.53 as compared to previous year is Rs 2654618 47 The Company has incurred a loss of Rs (978539.50) as compared to profit of Rs 63147. 49 in the previous year Your Directors are planning to take effective steps to cover up the losses incurred and enhance the performance of the Company

BUSINESS ACTIVITIES

There is no change in the business activities of the Company since our last report. Save and except the company has submitted Resignation from Trading Membership and Surrendered The SEBI Registration Certificate. The SEBI has conveyed the approval of cancellation of certificate of registration and accepted resignation w.ef November 2012

FIXED DEPOSITS

Your Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of the Balance Sheet

DIRECTORS

Mr Sharad Tandon. the director of the company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirements under section 217(2AA) of the Companies Act 1956 the Board of Directors of your Company confirms:

I That in the preparation of the annual accounts the applicable accounting standards had been followed and there are no material departures thereot

II That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March31.2013

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.1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

IV. That the directors had prepared the annual accounts on a going concern basis

COMMENTS OF THE DIRECTORS:

Since the Auditor Report does not contain any adverse remark, therefore the director's report does not call for further explanations

AUDITORS

M/s Chaudhary Pandiya & Company, Chartered Accountants, Kanpur the Auditor's of the Company are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment The Company has received a letter from M/s Chaudhary Pandiya & Company, Chartered Accountants, Kanpur to the effect that their appointment as Auditors If made would be within the limits under section 224 (1B) of the Companies Act 1956

LISTING ON STOCK EXCHANGES

The Company's equity shares are currently listed with the U . P. Stock Exchange Limited, Kanpur, Delhi Stock Exchange Limited, Delhi. The Mumbai Stock Exchange Assn. Ltd and The Calcutta Stock Exchange Ltd.

The Company has paid the requisite listing fees to the stock exchanges for the financial year under review except for Delhi Stock Exchange Limited and The Calcutta Stock Exchange Ltd as a delisting resolution had been passed in 2007 for the delisting of the shares from these stock exchanges We have been advised that a fresh De novo formalities has to be done pursuant to recent delisting guidelines

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement entered with the Stock Exchanges, forms part of the Annual Report

Your company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing Agreement

PARTICULARS OF EMPLOYEE(S)

None of the Employee of the Company was in receipt of total remuneration of Rs 60, 00,000/- during the financial year under review or Rs 5, 00,000/- per month Hence, the information under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not required to be furnished

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

The Company has no activities relating to the conservation of energy or technology absorption

FOREIGN EXCHANGE EARNING AND OUTGO

Activities relating to exports, initiatives taken to increase exports; development of new export markets for products and services, and export plans - NIL

Since, the company is not engaged in any activities relating to Exports, therefore there are no Foreign Exchange Earnings and Outgo.

Total Foreign Exchange used and earned :-

Foreign Exchange Earning Rs. Nil

Foreign Exchange Outgoing Rs. Nil

ACKNOWLEDGMENTS

Your Directors place on record their appreciation fOr the excellent support, trust guidance and cooperation extended & reposed by the by all its stakeholders, employees, customers. Financial Institutions and Banks, statutory & regulatory bodies and local authorities in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

Place : Kanpur For and on Behalf of Board

Dated : 14 June 2013

(Arun Kejriwal) (Sharad Tandon) Managing Director Director

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report together with Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS



2009-2010 2008-2009

Total Income 3128312.75 1380276.75

Profit before Interest, Depreciation & Tax 104328.04 1086365.22

Less: Depreciation 11501.84 79134.21

Interest 0.00 0.00

PBT/(Loss) Before Tax 92828.20 987231.01

Fringe Benefit Tax 0.00 -462.00

Fringe Benefit Tax of Previous Year 0.00 -400.00

Defered Tax Assests/(Liability) (986) 13621.00

Current Year Income tax (32309) 0.00

59531.20 999990.01

Appropriation 0.00 0.00

General Reserve 0.00 0.00

Balance Carried to Balance Sheet 59531.20 999990.01



During the year under review, the total income of the Company is Rs. 3128312.75 as compared to previous year is Rs1380276.75. The Company has generated a profit of Rs. 92826.20 as compared to profit of Rs. 987231.01 in the previous year. Your Directors are planning to take effective steps to enhance the profitability of the Company.

BUSINESSACTMTIES:

There is no change in the business activities of the Company since our last report.

FIXE DPEPOSITS:

Your Company has not accepted any deposits and as such no amount of principal or interest was outstanding on the date of the Balance Sheet.

DIRECTORS:

There is no change in Board of Directors during the year. Mr. S. K. Trivedi retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirements under section 217(2AA) of the Companies Act, 1956 the Board of Directors of your Company confirms:

I. That in the preparation of the annual accounts the applicable accounting standards had been followed and there are no material departures thereof.

II. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2010 and of the Profit of the Company for that year;

III. That the directors had taken proper and sufficient care for the maintenance of adequato accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for reventihg and detecting fraud and other irregularities;

IV. That the directors had prepared the annual accounts on a going concern basis.

COMMENTS OF THE DIRECTORS:

As per information furnished to the company there are no dues which are due to Mlcjo, Small and Majdk file prises based on feedback available to the company. Dividend is accrued on cash basis, since same accrues only when the amount is received otherwise there exists no mechanism to determine the date of declaration of dividend by the company. Thus the accruality stands postponed till date of receipt of dividend. Amount [paid inadvertently to person registered U/S 301 of The Companies Act, 1956 has been recovered during the current year.

AUDITORS:

M/s.Chaudhary Pandiya & Company, Chartered Accountants, Kanpur the Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment The Company has received a letter from M/s M/s.Chaudhary Pardiya & Company, Chartered Acoountarts, Kanpur to the effect be within the limrts under section 224(1B) of the Companies Act 1956.

LISTING ON STOCK EXCHANGES:

The Companys equity shares are currently listed with the U. P. Stock Exchange Association Limited, Kanpur, Delhi Stock ! Exchange Limited, Delhi, The Mumbai Stock Exchange Assn. Ltd and The Calcutta Stock Exchange Ltd.

The Company has paid the requisite listing fees to the stock exchanges for the financial year under review except for Delhi Stock Exchange Limited and The Calcutta Stock Exchange Ltd as a delisting resolution has been passed in 2007 for the delisting of the shares from these stock exchanges.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as stipulated under Clause 49 of the Listing agreement entered with the Stock Exchanges, forms part of the Annual Report

Your company has been in compliance with all the norms of Corporate Governance as stipulated in Clause 49 of the Listing ; Agreement.

PARTICULARS OF EMPLOYEE(S):

None of the Employee of the Company was in receipt of total remuneration of Rs. 24, 00,000/- during the financial year under review or Rs 2, 00,000/- per month. Hence, the information under Section 217 (2-A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not required to be furnished.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

The Company has no activities relating to the conservation of energy or technology absorption.

FOREIGN EXCHANGE EARNING AND OUTGO:

Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans:- NIL

Since, the company is not engaged in any activities relating to Exports, therefore there are no Foreign Exchange Earnings and Outgo.

Total Foreign Exchange used and earned :-

Foreign Exchange Earning Rs. Nil

Foreign Exchange Outgo Rs. Nil

ACKNOWLEDGMENTS :

Your Directors place on record their appreciation for the excellent support, trust, guidance and cooperation extended & reposed by the by all its stakeholders, employees, oastomers, Financial Institutions and Banks, statutory & regulatory bodies and local authorities in the Company and look for ward to. their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the sharehoders and employees of the Company.





Place: Kanpur By Order of the Board

Dated: 23nd August 2010

(Arun Kejriwal) (Sharad Tandon) Managing Director Director