BOARDS' REPORT
To
The Members,
Aqylon Nexus Limited
(Formerly known as Sri Adhikari Brothers Television Network Limited)
Your Board of Directors is delighted to present the 31st Annual Report of
our eminent Company, along with the Financial Statements for the financial year ending on
31st March 2026, in compliance with the provisions of the Companies Act, 2013,
the rules and regulations framed thereunder ("Act") and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations
2015 ("Listing Regulations").
• FINANCIAL HIGHLIGHTS:
|
(Rs. in Lakhs except EPS) |
Particulars |
Standalone |
|
|
Year ended March 31, 2026 |
Year ended March 31, 2025 |
1 Revenue from operations |
1320.44 |
601.34 |
2 Other income |
40.02 |
13.27 |
3 Profit/(loss) before Depreciation & Amortization Expenses,
Finance Cost |
93.46 |
68.60 |
4 Less: Depreciation and Amortization Expenses |
33.39 |
14.84 |
5 Less: Finance Cost |
279.83 |
6.31 |
6. Total Expenses |
1580.18 |
567.16 |
7 Profit/ (Loss) before Tax |
742.29 |
(2,236.83) |
8 Less: Tax Expenses |
- |
- |
Current Tax |
- |
- |
MAT Credit Entitlement |
(166.49) |
- |
Deferred Tax |
- |
- |
Short/Excess income tax of previous years |
- |
- |
9 Profit/ (Loss) after tax |
575.80 |
(2,236.83) |
10 Less: Share of Minority Interest |
- |
- |
11 Add: Share of Profit/(Loss) in Associate |
- |
- |
12 Other Comprehensive Income |
- |
- |
13 Total Comprehensive Income for the period |
575.80 |
(2,236.83) |
14 Earnings per Share Basic Diluted |
0.23 |
(8.82) |
The Audited Standalone Financial Statements of the Company for the Financial Year ended
March 31, 2026, have been prepared in accordance with the Indian Accounting Standards ("Ind
AS") prescribed under Section 133 of the Companies Act, 2013 read with relevant
rules issued thereunder and other accounting principles generally accepted in India.
The comments of the Board of Directors ("the Board") of the Company on
the financial performance of the Company along with the state of Company's affairs have
been provided under the Management Discussion and Analysis Report which forms part of this
Annual Report.
The previous year's figures have been re-grouped/re-arranged/re-classified/reworked
wherever necessary to confirm the current year accounting treatment.
• REVIEW OF OPERATIONS & STATE OF COMPANY'S AFFAIRS:
The Company is engaged in the business of AI Data Centers, Semiconductors, and AI
Technology Services.
During the year under review, the total revenue from the operations was INR 1320.44
Lakhs. During the year, the Company recorded a profit before tax of INR 742.29 Lakh as
against loss before tax of INR (2,236.83) Lakh in the previous financial year. The profit
after tax was INR 575.80 Lakh during financial year 2025-26 as against a loss after tax of
INR (2,236.83) Lakh in the previous financial year.
The total comprehensive income is positive of INR 575.80 Lakh during the financial year
2025-26 as against negative of INR (2,236.83) Lakh in the previous financial year.
The Board is pleased to report that, during the review period, Mr. Kurjibhai Rupareliya
acquired 1,50,00,000 Equity Shares of the Company from M/s. Ruani Media Service Limited,
representing 59.12% of the post-preferential issue fully diluted share capital of the
Company, in accordance with the applicable provisions of the SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 ("SEBI SAST Regulations"). Consequent
to the said acquisition, Mr. Kurjibhai Rupareliya became the Promoter of the Company. The
Company has made the requisite disclosures in this regard in compliance with Regulation 30
read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
• CONSOLIDATED FINANCIAL STATEMENTS:
During the financial year under review, the Company did not have any subsidiary,
associate or joint venture company. Accordingly, the provisions relating to preparation
and presentation of Consolidated Financial Statements are not applicable to the Company.
Hence, the Company has not prepared any Consolidated Financial Statements for the
financial year under review.
• INDIAN ACCOUNTING STANDARDS:
The financial statements of the Company for the financial year ended 31st
March 2026 have been prepared in accordance with the Indian Accounting Standards (IND AS)
prescribed under Section 133 of the Companies Act, 2013 ("the Act") read
with relevant rules issued thereunder and other accounting principles generally accepted
in India. This adherence underscores the Company's commitment to transparent and accurate
financial reporting, ensuring reliability and consistency in disclosures.
• SHARE CAPITAL:
The Company's authorized share capital is INR 111,00,00,000 (Indian Rupees One Hundred
and Eleven Crores only) comprising of INR 108,60,00,000/- (Indian Rupees One Hundred Eight
Crores Sixty Lakhs only) divided into 108,60,00,000 Equity Shares of INR 1/- each and INR
2,40,00,000/- (Indian Rupees Two Crores Forty Lacs only) divided into 2,40,00,000
Redeemable Preference Shares of INR 1/-
The Shareholders of the Company approved the sub-division/split of the Equity Shares of
the Company, whereby the face value of each Equity Share was reduced from ?10/- per share
to ?1/- per share, pursuant to the Postal Ballot conducted on 12th February 2026:
Further, as on March 31, 2026, there was no change in the paid-up share capital of the
Company except the sub-division/split of the Equity Shares of the Company, whereby the
face value of each Equity Share was reduced from ?10/- per share to ?1/- per share. The
issued, subscribed and paid-up share capital of the Company as on March 31,2026, was
25,37,30,560 Equity shares of Rs. 25,37,30,560/- (Indian Rupees Twenty-Five Crore
Thirty-Seven Lakh Thirty Thousand Five Hundred Sixty).
• ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK
OPTION:
During the period under consideration, the Company has not issued equity shares with
differential rights as to dividend, voting or otherwise or sweat equity shares and has not
granted any stock options.
• CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
During the year under review, the Company changed its main objects and business
activities from the Media and Entertainment industry to the business of AI Data Centers,
Semiconductors, and AI Technology Services. Accordingly, the Company has aligned its
principal business objectives towards these emerging technology sectors.
• TRANSFER TO RESERVES:
In view of the losses incurred during the year under review, no amount has been
transferred to reserves.
• DIVIDEND:
In view of the net loss incurred by the Company for the financial year ending 31st
March 2026, coupled with the accumulated losses of previous financial years, the Board of
Directors has not recommended any dividend for the year under review, to preserve the
financial resources of the Company.
As Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, listed entities falling within the top 1000 companies by market
capitalization, as mandated by the regulatory authorities, the Company is required to
adopt a Dividend Distribution Policy. As on 31st December 2024 the market
capitalization of the Company was falling within top 1000 companies and accordingly,
Dividend Distribution Policy was adopted by the Board of Directors at their Meeting held
on 31st March 2026 the Dividend Distribution Policy adopted by the Company can
be accessed on the Company's website at aqylon.co.
• CREDIT RATING:
During the reporting period, there was no credit rating revised, and no new credit
rating has been obtained by the Company.
• INVESTOR EDUCATION AND PROTECTION FUND:
In terms of the provisions of Section 125 of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, the unclaimed/unpaid dividend amount for the financial year 2016-17 along with the
shares on which Dividend remained unclaimed/unpaid for a period of seven consecutive years
was due to be transferred to the Investor Education and Protection Fund (IEPF). The
details of unclaimed/ unpaid dividends have been uploaded on the website of the Company at
aqylon.co.
• PUBLIC DEPOSITS:
During the Financial Year under review, the Company has not accepted any amount falling
within the purview of provisions of Sections 73 and 76 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of the Act or the details of deposits which
are not in compliance with Chapter V of the Act is not applicable.
• DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Board as on March 31,2026, comprises 7 (Seven) Directors out of which 5 (Five) are
Independent Directors whereas 1 (One) is Executive Non-Independent Director and 1 (One)
Managing Director. The composition of the Board of Directors is as follows:
Sr. No. |
Name |
Designation |
1 |
Mr. Kiran Kumar Inampudi |
Executive Director |
2 |
Mr. Srivatsava Sunkara |
Managing Director & Chairperson |
3 |
Mr. Ramavath Suresh |
Independent Director |
4 |
Mr. M. Soundarapandian |
Independent Director |
5 |
Mr. Sharath Kumar Rekhapalli Naga |
Independent Director |
6 |
Mr. Sripal Reddy Molugu |
Independent Director |
7 |
Ms. Neha Vinod Kothari |
Independent Director |
• The Board of Directors, at its meeting held on 10th October 2025,
based on the recommendation of the Nomination and Remuneration Committee, approved the
appointment of the following persons:
S.N. |
Name of Directors & KMP |
Designation |
1. |
Mr. Srivatsava Sunkara [DIN: 01725431] |
Executive and Managing Director |
2. |
Mr. Kiran Kumar Inampudi [01024343] |
Executive (Non-Independent Director) & Chairperson |
3. |
Mr. Ramavath Suresh [DIN: 03366137] |
Non-Executive Independent Director |
4. |
Mr. Sharath Kumar Rekhapalli Naga [DIN: 07541655] |
Non-Executive Independent Director |
5. |
Mr. Sripal Reddy Molugu [DIN: 03642466] |
Non-Executive Independent Director |
• Further, on 18th November 2025, the following people resigned from their
respective positions in the Company:
S.N. |
Name of Directors & KMP |
Designation |
1. |
Mr. Pritesh Rajgor [DIN: 07237198] |
Non-Executive Independent Director |
2. |
Dr. Ganesh Prasad Raut [DIN: 08047742] |
Non-Executive Independent Director |
3. |
Mr. Umakanth Bhyravajoshyulu [DIN: 08047765] |
Non-Executive Independent Director |
4. |
Ms. Latasha Laxman Jadhav [DIN: 08141498] |
Non-Executive Director |
5. |
Mr. Kailasnath Markand Adhikari [DIN: 07009389] |
Managing Director |
6. |
Mr. Ravi Gautam Adhikari [DIN: 02715055] |
Chairman and Non-Executive Director |
• Mr. Srivatsava Sunkara (DIN: 01725431) was regularized as a Director of the
Company by the Shareholders through a Postal Ballot conducted on 31st December
2025.
• Mr. Kiran Kumar Inampudi [DIN No. 01024343] was regularized as a Director &
Chairperson of the Company by the Shareholders through a Postal Ballot conducted on 31st
December 2025.
• Mr. Ramavath Suresh [DIN: 03366137] was regularized as an Independent Director
of the Company by the Shareholders through a Postal Ballot conducted on 31st
December 2025.
• Mr. Sharath Kumar Rekhapalli Naga [DIN:07541655] was regularized as an
Independent Director of the Company by the Shareholders through a Postal Ballot conducted
on 31st December 2025.
• Mr. Sripal Reddy Molugu [DIN: 03642466] was regularized as an Independent
Director of the Company by the Shareholders through a Postal Ballot conducted on 31st
December 2025.
• Mr. Srivatsava Sunkara [DIN: 01725431] was appointed as chairperson of the
Company with effect from 6th January 2026 by Board of Directors at their
Meeting held on 6th January 2026 for a term of five (5) years w.e.f. 6th
January 2026 and was regularized by the Shareholders through a Postal Ballot conducted on
12th February 2026.
• Mr. Kiran Kumar Inampudi [DIN No. 01024343] resigned from the post of
Chairperson w.e.f. 6th January 2026 & continue as an Executive Director of
the Company.
• Mr. Sripal Reddy Molugu [DIN: 03642466] resigned from the post of Independent
Director w.e.f. 10th April 2026.
• Mr. Vishnu Rupareliya [DIN: 11800899] was appointed as Additional Executive
Director of the Company with effect from 4th August 2026 by Board of Directors
at their Meeting held on 4th August 2026.
• Mr. Srivatsava Sunkara [DIN: 01725431] resigned from the post of Chairperson and
Managing Director of the Company w.e.f. 3rd September 2026
• Mr. Kiran Kumar Inampudi [DIN: 01024343] resigned from the post of Director of
the Company w.e.f. 3rd September 2026.
• Mr. Parth Rajeshbhai Rupareliya [DIN: 10703133] was appointed as Chairperson and
Managing Director of the Company with effect from 4th September 2026 by Board
of Directors at their Meeting held on 4th September 2026 for a term of five (5)
years w.e.f. 4th September 2026 subject to the approval of shareholders in
General Meeting.
• Mr. Krunal Shaileshbhai Hapliya [DIN: 11923545] was appointed as Additional
Non-Executive Independent Director of the Company with effect from 4th
September 2026 by Board of Directors at their Meeting held on 4th September
2026 for a term of five (5) years w.e.f. 4th September 2026 subject to the
approval of shareholders in General Meeting.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act, the following are the Key
Managerial Personnel of the Company as on March 31, 2026:
Sr. No. |
Name |
Designation |
1. |
Mr. Srivatsava Sunkara [DIN: 01725431] |
Managing Director |
2. |
Mr. Suresh Khilari |
Chief Financial Officer |
3. |
Ms. Bhawna Saunkhiya |
Company Secretary and Compliance Officer |
• Mr. Suresh Khilari resigned with effect from the closing hours of 20th
May 2026 from the office of Chief Financial Officer
• Ms. Bhavin Sanjaybhai Sanghani was appointed as Chief Financial Officer of the
Company with effect from 4th August 2026. Retirement By Rotation &
Subsequent Reappointment:
In accordance with the provisions of Section 152 & other applicable provisions if
any of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules 2014 (including any statutory modification(s) or reenactments( s) thereof
for the time being in force) and the Articles of Association of the Company, Mr. Parth
Rajeshbhai Rupareliya [DIN: 10703133], Managing Director and Chairperson of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible, offered
himself for re-appointment.
The Nomination and Remuneration Committee and Board have recommended his re-appointment
as Non-Executive Director of the Company for approval of Shareholders at the ensuing
Annual General Meeting of the Company.
Declaration from Independent Directors:
The Company has received declarations from all Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and under Regulation 16(1 )(b) of Listing Regulations. There has been no change
in the circumstances affecting their status as Independent Directors of the Company and
the Board is satisfied with the integrity, expertise and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board.
Remuneration to Non-Executive Directors:
During the Financial Year under review, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committees of the Company.
• BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse Board in its success.
The Board has adopted the Board Diversity Policy which sets out the approach to the
diversity of the Board of Directors. The said Policy is available on your Company's
website.
• DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Board of
Directors, to the best of their knowledge and ability, confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
b. the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the Financial Year and of
the loss of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
• ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES, AND OF INDIVIDUAL
DIRECTORS:
Pursuant to the applicable provisions of the Act read with Schedule IV to the Act and
the Listing Regulations, the Board of Directors has put in place a process to formally
evaluate the effectiveness of the Board along with performance evaluation of each Director
to be carried out on an annual basis. The criteria devised for performance evaluation of
each Director consists of maintaining confidentiality, maintaining transparency,
participation in company meetings, monitoring compliances, sharing knowledge and
experience for the benefit of the Company.
The Independent Directors met on 14th June 2025, without the presence of
other Directors or members of Management. In the meeting, the Independent Directors
reviewed performance of Non-Independent Directors, the Board as a whole and Chairman.
They assessed the quality, quantity and timeliness of flow of information between
Company Management and the Board. The Independent Directors expressed satisfaction over
the performance and effectiveness of the Board, individual Non-Independent Directors and
the Chairman.
During the Financial Year under review, the NRC reviewed the performance of all the
Executive and Non-Executive Directors.
A formal performance evaluation was also carried out by the Board of Directors held on
14th June 2025, where the Board made an annual evaluation of its own
performance, the performance of directors individually as well as the evaluation of the
working of its various Committees for the Financial Year 2025-26 on the basis of a
structured questionnaire on performance criteria. The Board expressed its satisfaction
with the evaluation process.
• MEETINGS OF THE BOARD OF DIRECTORS:
The Board met on various occasions to discuss and decide on affairs, operations of the
Company and to supervise and control the activities of the Company. During the Financial
Year under review, the Board met 8 (Eight) times. The details of the composition of the
Board, Meetings and the attendance of the Directors at the meetings are provided in the
Report on Corporate Governance, forming part of this Report. The intervening gap between
the two consecutive Board meetings did not exceed the period prescribed by the Act,
Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by the Institute
of Company Secretaries of India ("ICSI").
• COMMITTEES OF THE BOARD:
In compliance with the requirements of the relevant provisions of applicable laws and
statutes, as on March 31,2026, the Company had 4 (Four) committees of the Board viz.:
• Audit Committee;
• Nomination & Remuneration Committee;
• Stakeholders' Relationship Committee; and
• Risk Management Committee
The details of the Committees, along with their composition, number of meetings held,
and attendance of the members are provided in the Corporate Governance Report, forming
part of this Annual Report.
• POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
Pursuant to provisions of Section 134(3)(e) and Section 178 of the Companies Act, 2013
read with the Rules made thereunder, Regulation 19 of the Listing Regulations and on the
recommendation of the Nomination and Remuneration Committee, prior to commencement of
CIRP, the Board had adopted a Policy on "Criteria for appointment of Directors, Key
Managerial Personnel, Senior Management Employees and their remuneration" and it is
available on the website of the Company at https://aqylon.co. The salient features of the
Remuneration Policy are stated in the Report on Corporate Governance which forms part of
this Annual Report.
• INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Our Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During this period, the Company has not received any
complaints and hence no outstanding complaints exist during the end of Financial Year
2025-26.
• MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
• NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR:
Female |
1 |
Male |
1 |
Transgender |
0 |
• VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy/Vigil Mechanism as per the provisions
of Section 177 of the Act and Regulation 22 of the Listing Regulations. The Policy
provides a mechanism for reporting unethical behavior and fraud made to the Management.
The mechanism provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the Chairman of the Audit
Committee, in exceptional cases. The details of the Vigil Mechanism/ Whistle Blower Policy
are explained in the Report on Corporate Governance and are also available on the website
of the Company and can be accessed at https://aqylon.co.
We affirm that during the Financial Year 2025-26, no employee or Director was denied
access to the Audit Committee.
During the year under review, there were no complaints/reports received by the Company
in the said mechanism for the Company and for its subsidiaries.
• RISK MANAGEMENT:
The Company has devised and adopted a Risk Management Policy and implemented a
mechanism for risk assessment and management. The policy is devised to identify the
possible risks associated with the business of the Company, assess the same at regular
intervals and take appropriate measures and controls to manage, mitigate and handle them.
The key categories of risk covered in the policy are Strategic Risks, Financial Risks,
Operational Risks and such other risks that may potentially affect the working of the
Company.
In compliance with Regulation 21 read with Part D of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
constituted the Risk Management Committee on March 31,2025, as the Company falls within
the top 1000 listed entities by market capitalization. The Constitution is mentioned in
Corporate Governance Report which is self-explanatory.
The Board and the Audit Committee periodically review the risks associated with the
Company and recommend steps to be taken to control and mitigate the same through a
properly defined framework. The risk management policy adopted by the Company can be
accessed on the Company's website at https://aqylon.co
• CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the
following have been made as part of the Annual Report and are attached to this report:
a. Management Discussion & Analysis Report (Annexure I);
b. Report on Corporate Governance (Annexure VI);
c. Declaration on Compliance with Code of Conduct;
d. Certificate from Practicing Company Secretary that none of the Directors on the
board of the company have been debarred or disqualified from being appointed or to act as
director of the Company;
e. Auditors' Certificate regarding compliance of conditions of Corporate Governance;
and
f. Business Responsibility and Sustainability Report (Annexure VII).
• PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of
remuneration of each Director to the median employee's remuneration are appended to this
report as "Annexure II - Part A".
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rule, 2014 is provided in this Report as "Annexure II - Part
B" and forms a part of this report.
• SUBSIDIARY, ASSOCIATE, JOINT VENTURE COMPANIES AND CONSOLIDATED FINANCIAL
STATEMENTS:
As on 31st March 2026, the Company does not have any subsidiary, associate
or joint venture company. Accordingly, the provisions relating to preparation of
Consolidated Financial Statements and disclosure of salient features of the financial
statements of subsidiaries, joint ventures and associates in Form AOC-1 are not applicable
to the Company for the financial year under review. Consequently, the Company has not
prepared Consolidated Financial Statements for the financial year ended 31st March
2026.
• PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions ("RPTs") entered into by the Company during
the financial year were in the ordinary course of business and on an arm's length basis,
except for certain material related party transactions undertaken with:
Name of Related Party |
Relation |
Nature of Transaction |
Mode of Approval |
Kurjibhai Rupareliya |
Promoter of the Company |
Unsecured Loan from the promoter |
The Company has obtained shareholders' approval by way of special
resolution via Postal Ballot on 12th February 2026 for availing/accepting the
loan; however, such approval was not obtained under the first proviso to Section 188 of
the Companies Act, 2013. |
These material transactions were carried out in accordance with the applicable
provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
All Related Party Transactions were placed before the Audit Committee and the Board of
Directors for their review and approval. The Audit Committee, after reviewing the nature,
scope, and terms of the transactions, approved, ensuring that such transactions were
executed in a fair, transparent, and compliant manner.
Pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014, the particulars of these material related party transactions are
disclosed in Form AOC-2, which forms part of this Annual Report.
In accordance with the provisions of Regulation 23 of the Listing Regulations, the
Company has amended the Related Party Transactions Policy on March 31, 2026, and the same
is uploaded on the Company's website at: https://aqylon.co/
Members may refer to Note 28 to the standalone financial statements which set out
related party disclosures pursuant to IND AS.
Further, the prescribed details of related party transactions in Form AOC-2, in terms
of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is
given in the "Annexure IV" to this Report.
• STATUTORY AUDITORS AND THEIR REPORT:
Statutory Auditors:
M/s Hitesh Shah & Associates, Chartered Accountants, have tendered their
resignation as Statutory Auditors w.e.f. 24th November 2025 citing reasons that
are pursuant to the recent change in management arising from the completion of the open
offer. This has resulted in a casual vacancy in the office of Statutory Auditors of the
Company as envisaged by Section 139(8) of the Companies Act, 2013. Casual vacancy caused
by the resignation of auditor shall be approved by the shareholders in General Meeting
within three months from the date of recommendation of the Board of Directors of the
Company.
The Board of Directors of the Company recommended the appointment of M/s Bilimoria
Mehta & Co., Chartered Accountants (Firm Registration No. 101490W) as the Statutory
Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Hitesh
Shah & Associates, Accordingly, shareholders' approval by way of ordinary resolution
is sought. M/s Bilimoria Mehta & Co, Chartered Accountants (Firm Registration No.
101490W), have conveyed their consent for being appointed as the Statutory Auditors of the
Company along with confirmation that their appointment, if made by the members, would be
within the limits prescribed under the Companies Act, 2013 and shall satisfy the criteria
as provided under section 141 of the Companies Act, 2013 M/s Bilimoria Mehta & Co.
appointed Statutory Auditor of the company to conduct the audit for the period ended as on
31st March 2026 and was eligible to hold the office as Statutory Auditor from
the conclusion of the Extra-Ordinary General Meeting till the conclusion of ensuing Annual
General Meeting.
In this AGM, it is proposed to appoint M/s Bilimoria Mehta & Co, Chartered
Accountants (Firm Registration No. 101490W) from the conclusion of Annual General Meeting
for a period of five years (01-04-2027 to 31-03-2031).
• REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditors of your
Company have not reported any instances of fraud committed in your Company by the
Company's officers or employees, to the Audit Committee, as required under Section 143(12)
of the Act.
• SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed CS Krina Shah, Practicing Company Secretaries, (COP: 27764) as the Secretarial
Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2025-26.
The Secretarial Audit Report for the Financial Year 2025-26 is appended to this report as
"Annexure V".
Report of the Secretarial Auditors is self-explanatory and does not contain any adverse
remarks or qualifications or disclaimers etc.
Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, issued by the
Securities and Exchange Board of India, the Company has obtained the Annual Secretarial
Compliance Report for the Financial Year 2025-26, from CS Krina Shah, Practicing Company
Secretary, (COP: 27764) on compliance of all applicable SEBI Regulations and
circulars/guidelines issued thereunder and the copy of the same has been submitted to the
Stock Exchanges within the prescribed timeline.
• MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act, the Government has not
prescribed maintenance of the cost records in respect of services dealt with by the
Company. Hence, the prescribed section for maintenance of cost records or Cost Audit is
not applicable to the company during the year under review.
• INTERNAL AUDITOR:
Pursuant to provisions of Section 138 read with rules made thereunder, the Board, in
its meeting held on May 27, 2025, has appointed M/s. N H S & Associates, Chartered
Accountants, (FRN: 112429W) were appointed as Internal Auditors of the Company for the
Financial Year 2025-26.
Internal Audit is carried out on a quarterly basis, and the report is placed in the
Meetings of the Audit Committee and the Board for their consideration and direction. Their
scope of work is as decided by the Audit Committee and the Board of Directors.
• INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to Company Policies, safeguarding
of assets, prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial
Control Systems and strives to maintain the appropriate Standards of Internal Financial
Control. The management duly considers and takes appropriate actions on the
recommendations made by the Internal Auditors, Statutory Auditors and the Audit Committee.
The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis Report, which forms part of this Annual Report.
• BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR"):
During the year under review, the market price of the Company's equity shares witnessed
movement, resulting in the Company being classified amongst the top 1000 listed entities
as per market capitalization as on December 31, 2024. Accordingly, the provisions relating
to Business Responsibility and Sustainability Reporting (BRSR) are applicable to the
Company for the financial year.
The Company remains committed to complying with all regulatory requirements and will
continue to strengthen its governance framework and sustainability practices as it grows.
In accordance with the provisions of Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability Report (BRSR), outlining the
Company's initiatives and performance from an Environmental, Social, and Governance (ESG)
perspective, has been prepared in the prescribed format and is enclosed to this report as Annexure
VII.
• ANNUAL RETURN:
The Annual Return in Form MGT-7 as on 31st March 2026, as required under
Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company and can be
accessed at https://aqylon.co/.
• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year under review 2025-26, details of loans, guarantees,
investments, or securities given by the Company as per Section 186 are as follows:
S R. No. |
Particulars |
Yes/No |
(a) |
Whether any loan, guarantee is given by the company or securities of
any other body corporate purchased? |
No |
(b) |
Whether the Company falls in the category provided under section
186(11) |
No |
(c) |
Are there any reportable transactions on which section 186 applies?
(whether or not threshold exceeds 60% of its paid-up share capital, free reserves and
securities premium account or 100% of its free reserves and securities premium account) |
No |
(d) |
Brief details as to why transaction is not reportable |
NA |
Details of existing loans, guarantees, and investments are provided in Notes to the
Financial Statement forming integral part of this Annual Report.
• FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI (LODR) Regulations 2015, the Company has
put in place a familiarization program for Independent Directors to familiarize them with
their roles, rights and responsibilities as Directors, the operations of the Company,
business overview etc. The details of the familiarization program is available on the
website of the Company.
• DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
The provisions relating to Corporate Social Responsibility under Section 135 of the
Companies Act 2013 and rules made thereunder do not apply to the Company. Therefore, the
Company has not developed and implemented any policy on Corporate Social Responsibility
initiatives.
• DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the reporting period there have been no significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and the
Company's operations.
• MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATES AND THE DATE OF THE REPORT:
Except as disclosed elsewhere in this Report, there were no material changes or
commitments affecting the financial position of the Company which have occurred between
the end of the financial year of the Company, i.e. March 31, 2026, and the date of this
Report.
It may be noted that pursuant to the Open Offer announced in accordance with the
provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, the Open Offer process was completed in November 2025. Consequent to the completion
of the Open Offer and acquisition of shares in accordance with the applicable regulations,
Mr. Kurjibhai Rupareliya has become the Promoter of the Company, and the management and
control of the Company have accordingly changed. The said change in shareholding,
management and control has been duly disclosed in the relevant filings and disclosures
made by the Company in accordance with applicable laws and regulations.
• COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the applicable
Secretarial Standards issued by the ICSI and the Company has complied with all the
applicable provisions of the same during the year under review.
• CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption,
Foreign Exchange earnings and outgo for the year under review are as follows:
A. CONSERVATION OF ENERGY
i) Steps taken or impact on conservation of energy |
The Operations of the Company are not much energy intensive. However, the Company
continues to implement prudent practices for saving electricity and other energy resources
in day-to-day activities. |
ii) Steps taken by the Company for utilizing alternate sources of
energy |
Though the activities undertaken by the Company are not energy-intensive, the Company
shall explore alternative sources of energy, as and when the necessity arises. |
iii) Capital investment on energy conservation equipment |
Nil |
B TECHNOLOGY ABSORPTION
i) Efforts made towards technology absorption |
The minimum technology required for the business has been absorbed |
ii) Benefits derived from technology absorption |
None |
iii) Details of Imported technology (last three years) |
N.A. |
- Details of technology imported |
|
- Year of import |
|
- Whether technology being fully absorbed |
|
- If not fully absorbed, areas where absorption has not taken place
and reasons thereof |
|
iv) Expenditure incurred on Research and development |
Nil |
C FOREIGN EXCHANGE EARNINGS AND OUTGO |
|
i) Foreign Exchange inflow |
Nil |
ii) Foreign Exchange outflow |
Nil |
• CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and
report trading in the Company's shares by the Company's designated persons and their
immediate relatives as per the requirements under the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be followed by designated persons
while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive
Information ("UPSI"). The Code covers the Company's obligation to maintain a
digital database, a mechanism for the prevention of insider trading and handling of UPSI,
and the process to familiarize with the sensitivity of UPSI. Further, it also includes
code for practices and procedures for fair disclosure of unpublished price sensitive
information, which has been made available on the Company's website at https://aqylon.co/.
• DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
No application made and no such proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2025-26.
• DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been made during the Financial Year 2025-26.
• GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs ("MCA") has undertaken a green initiative
in Corporate Governance by allowing paperless compliances by the Companies and has
permitted the service of Annual Reports and documents to the shareholders through
electronic mode subject to certain conditions and the Company can send Annual Reports and
other communications in electronic mode to the members who have registered their email
addresses with the Company.
• ACKNOWLEDGEMENT:
The Board of Directors expresses their gratitude for the valuable support and
co-operation extended by various Government authorities and stakeholders' including
shareholders, banks, financial institutions, viewers, vendors and service providers.
The Board also place on record their deep appreciation for the dedication and
commitment of your Company's employees at all levels and look forward to their continued
support in the future as well.
The Directors appreciate and value the contribution made by every member of the Aqylon
family.
|
By Order of the Board of Directors |
|
For Aqylon Nexus Limited |
|
(Formerly known as Sri Adhikari Brothers Television Network Ltd.) |
Place: Mumbai |
|
Date: 4th September, 2026 |
Sd/- |
|
Parth R. Rupareliya |
|
Managing Director |
|
DIN: 10703133 |
|