Albert David Ltd Directors Report

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (the "Act")

FY 2024 was a comparatively stable year with a comparative business environment, but the team at ADL shown and delivered a better financial performance. We registered annual Revenue from Operations of Rs. 362.46 Crores, delivering 6.12% growth over FY 2023. Profit Before Tax for FY 2024 stood at Rs. 97 Crores, marking a growth of 91% from FY 2023.

• Revenue from operations for the year increased by 6.12 % to Rs. 36,246.17 Lakhs as against of Rs. 34,156.44 Lakhs for the last year.

• Profit before Tax (PBT) for the year has grown by 91% to Rs. 9,728.51 Lakhs as against a PBT of Rs. 5,073.54 Lakhs for the last year.

• Tax Provision for the current year amounted to Rs. 2,186.52 Lakhs as against a tax provision of Rs. 1,456.05 Lakhs for the last year.

• Profit after Tax (PAT) before other comprehensive income for the year grew by 108% to Rs. 7,542.01 Lakhs as against a PAT of Rs.3,617.49 Lakhs for the last year.

• Earnings Per Share of Rs. 10/- each works out to Rs. 132.15/- for the year as against Rs. 63.39/- for the last year.

Your Directors are also striving to achieve further growth in sales and better financial performance in the forthcoming years.

Your Directors are pleased to recommend a dividend of Rs. 11.50 per equity share of Rs. 10/- each, i.e. 115% for the FY ended 31st March, 2024, subject to approval of members at the ensuing Annual General Meeting. The Dividend, if approved by the members at the ensuing Annual General Meeting, will be paid to all those equity shareholders of the Company whose names appear in the

Register of Members and/or Register of Beneficial Owners as on the record date and will result into a cash outflow of Rs.656.32 Lakhs.

During the year under review, no amount was transferred to any of the reserves by the Company.

There have been no material changes and commitments in the business operations of the Company affecting the financial position, which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

O The Company has a system of Internal Audit to take care of the Internal Control systems, effectiveness of its functioning and the workflow of the organization in terms of the approved policies of the Company. Every quarter, the Internal Auditors present their Internal Audit Report along with managements comments and action taken reports thereon before the Audit Committee of the Company; O Your Board has adopted various policies, related to Related Party Transactions, Whistle Blower Mechanism and other procedures for ensuring the orderly and efficient conduct of business. The Companys system of Internal Control has been designed to provide a reasonable assurance with regard to the maintenance of proper accounting controls, monitoring of operations, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

O The Company has ERP suite for a reliable, high-end, comprehensive, disciplined, and integrated business solution.

O The Company is complying with all the applicable Indian Accounting Standards (Ind AS).The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect the true and fair financial position of the Company.

During the year under review, your Company has neither accepted/renewed any deposits nor has any outstanding Deposits in terms of Section 73 - 76 of the Companies

Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

M/s. L. B. Jha & Co., Chartered Accountants (ICAI Firm Registration No. 301088E), Kolkata, were appointed as the Statutory Auditor of the Company at the 83rd Annual General Meeting held on 9th August, 2022 to hold office from the conclusion of the said meeting till the conclusion of the 88th Annual General Meeting to be held in the year 2027.

They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The Report given by the Statutory Auditors on the Companys financial statements is enclosed with this Report.

The Statutory Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no detail in the said regard is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and does not call for any further comment. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 & 134(3) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder, the Board had appointed M/s. Vinod Kothari & Co., Practicing Company Secretaries (FRN: P1996WB042300), Kolkata, to undertake Secretarial Audit of the Company for the financial year ended 31st March, 2024 and their Report in the prescribed Form MR - 3 is attached as "Annexure - 1" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Company is in compliance with the Secretarial Standards, specified by the Institute of Company Secretaries of India.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records relating to the business of manufacturing of Bulk Drugs and Formulations of the Company. Accordingly, the Board on the recommendation of the Audit Committee had approved the appointment of M/s. S. Gupta & Co., Kolkata,

Cost & Management Accountants (Firm Registration No. 000020) as Cost Auditors for auditing the cost records of the Company for the financial year ended 31st March, 2025.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditor) Rules, 2014 framed thereunder, the remuneration payable to M/s. S. Gupta & Co. as Cost Auditors for the financial year 2024-25 is required to be rati_ed by the Members of the Company, and accordingly, a resolution for the same is being placed before the Members at the ensuing Annual General Meeting of the Company for their approval.

Cost records required to be maintained by the company pursuant to the order of the central government are maintained by the Company.

No fraud has been reported by the Cost Auditors of the Company.

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited. During the year under review, the Company has not issued shares with differential voting rights or granted any stock options or issued any sweat equity or issued any Bonus Shares. Further, the Company has not bought back any of its securities during the period under review.

The annual return of the company as on 31st March, 2024, in terms of the provisions of Section 134(3)(a) of the Act, has been made available on the companys website https:// www.albertdavidindia.com/annualreturn.php.

The details with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 framed thereunder, is attached as "Annexure- 2" to this Report.

In compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "Annexure

3". The CSR policy is available on the Companys website: https://www.albertdavidindia.com/policies.php.

The constitution of the Board of the Company is in accordance with Section 149 of the Company Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

As on 31st March, 2024, The Board of Directors of your Company comprised of 1 Promoter Executive Director, 2 Promoter Non-Executive Directors, 1 Non - Promoter Executive Director and 5 Independent Directors (till end of 31st March, 2024) / 4 Independent Directors (from 01st April, 2024) including 1 Woman Director. In accordance with the Articles of Association of the Company, Mr. A.V. Kothari (DIN:- 02572346), Director of the Company, is liable to retire by rotation and who, being eligible, offers himself for reappointment. The Board recommends his reappointment.

Mr. Arindam Sarkar (DIN: 06938957), an Independent Director of the Company, resigned from the board of the Company w.e.f. 9th August, 2023.

Mr. Shourya Sengupta (DIN: 09216561), has been appointed as an Independent Director of the Company for a term of five consecutive years commencing from 1st November, 2023 upto 31st October, 2028, not liable to retire by rotation.

Mr. S.G. Belapure (DIN: 02219458), Independent Director of the Company, who holds office as such upto 13th February, 2024 has re-appointed as an Independent Director of the Company, not liable to retire by rotation, for second term of five consecutive years from 14th February, 2024 to 13th February, 2029. The Board has appointed Mr. Anurag Singhi (DIN: 01807541) as an Independent Director (Additional, Non-Executive) of the Company w.e.f. 1st April, 2024 in place of Mr. Rajiv Singhi (DIN:00071285) who got retired and ceased to be a Non-Executive Independent Director w.e.f end of day, 31st March, 2024 on completion of second term of Independent Director.

Mr. Hemal Kampani (DIN: 00057715) also got retired and cease to be a Non-Executive Independent Director w.e.f end of day, 31st March, 2024 on completion of second term of Independent Director

In terms of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), the Independent Directors are appointed for a term of five years and are not liable to retire by rotation.

As required under Section 149(7) of the Act, all the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down in section 149(6) of the Act and Regulation 16(1)(b) and Regulation 25 of Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have confirmed that they have complied with the Companys Code of Conduct. They have registered their names in the Independent Directors Databank.

In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management. Further, the Board is also of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience to act as Independent Directors of the Company.

The Independent Directors are familiarized with the Company, enlightening them of their role, responsibilities and rights, nature of the industry in which the Company operates, business model of the Company etc. as required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. On appointment, the Independent Director is issued a formal Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director undergoes a formal induction program covering the Companys operations, marketing, finance and other important aspects. The Company Secretary briefs the Independent Director about their legal and regulatory responsibilities as such Director. They are also explained in detail, the various compliances required from them under the variousprovisionsoftheCompaniesAct,2013,theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code(s) of Conduct framed by the Company and other relevant/ applicable regulations. The details of familiarization program imparted to Independent Directors of the Company are available on the Companys website at https://www.albertdavidindia. com/policies.php

Mr. Arun Kumar Kothari, Executive Chairman, Mr. Umesh Manohar Kunte, Managing Director & CEO, Mr. Ranadeep Bhattacharya, Chief Financial Officer and Mr. Abhisek Seth, Company Secretary & Compliance Officer of the Company are the whole-time Key Managerial Personnel of the Company in terms of section 2(51) and Section 203 of the Companies Act, 2013, as on the date of this report.

Mr. A.B. Chakrabartty (FCS – 7184) appointed as Company Secretary & Compliance Officer cum Legal Head effective 4th February, 2023 resigned effective 19th January, 2024, and Mr. Abhishek Seth (ACS-39671) appointed as Company Secretary & Compliance Officer effective 14th March, 2024, has resigned effective 2nd June, 2024.

The Company has devised a Policy for performance evaluation of Independent Directors, Board Committees, the Chairman and other individual Directors which includes criteria for performance evaluation of the Non- Executive Directors and Executive Directors. On the basis of Policy approved by the Board for performance evaluation of Independent Directors, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors through a structured questionnaire which provides valuable feedback for contribution to the Board, improving Board effectiveness, maximising strengths and highlighting areas for further improvement etc.

In a separate meeting of the Independent Directors, performance of the Chairperson, Non-Independent Directors, the Committees and the Board as a whole was evaluated taking into account the views of the Non- Independent Directors and the same was discussed in the NRC and Board Meeting.

Performance evaluation of Independent Directors is done by the entire Board of Directors (excluding the Directors being evaluated)

The Directors expressed their satisfaction over the evaluation process and the results thereof.

During the year, 6 (six) meetings of Board of Directors were held on 19th May, 2023, 10th August, 2023, 8th September, 2023, 9th November, 2023, 5th February, 2024 and 14th March, 2024. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

During the year under review, a separate meeting of the Independent Directors of the Company was held on 14th March, 2024, wherein the performance of the Non- Independent Directors and the Board as a whole was evaluated. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board of Directors.

The Company has constituted various Board level committees in accordance with the requirements of Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, viz.:

O Audit Committee

O Nomination and Remuneration Committee

O Stakeholders Relationship/Grievance Committee

O Corporate Social Responsibility Committee

Details of all the above Committees along with their composition, terms of reference and meetings held during the year under review etc. are provided in the Report on Corporate Governance forming part of Annual Report.

The Company has a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 envisaging therein, inter-alia, the Company policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy is attached as "Annexure-4" to this Report and may also be accessed at the Companys website at https://www.albertdavidindia.com/policies.php

The Company has established an effective Whistle Blower Policy pursuant to the Companies Act, 2013. The said policy may be referred to at the Companys website at https://www.albertdavidindia.com/policies.php The Whistle Blower Policy aims at ensuring conduct of the affairs of the Company in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. A mechanism has been established for employees to report unethical behavior, actual or suspected fraud or violation of the Code of Conduct and ethics directly to the forum. It also provides for adequate safeguards against victimization of employees who avail the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has policy on Prevention of Sexual Harassment at Workplace in place. All employees, consultants, trainees, MRs, volunteers, third parties and/ or visitors at all business units or functions of the Company, are covered by the said policy. Adequate workshops and awareness programmes against sexual harassment are conducted across the organisation.

The Company has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and is fully compliant of the Committee composition requirements. One complaint of sexual harassment was received and the same was disposed of during the financial year 2023-2024. No complaints were pending as at the end of the financial year 2023-2024.

Details of loans given, investments made or guarantees given or security provided, if any, as per the provisions of Section 186 of the Act and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

There are no materially significant related party transactions made by the Company with related parties which may have potential conflict of interest with the Company at large. As a matter of policy, your Company carries out transactions with related parties on an arms length basis. Statement of these transactions is given at Notes to financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of this report. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Companys website and can be accessed at https://www.albertdavidindia.com/policies.php. The Audit Committee reviews all related party transactions on quarterly basis.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-5".

In accordance with the provisions of Rule 5(2) of the Companies(AppointmentandRemunerationofManagerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforementioned employees form part of the Directors / Boards Report as an annexure. However, in terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors/ Boards Report is being sent to all shareholders/ members of the Company excluding the same. The said information is available for inspection at the registered office of the Company during the working hours. Any shareholder/ member interested in obtaining a copy of the annexure may write to the Company Secretary & Compliance Officer either at the registered office address or by email to adlcorp. secretary@adlindia.in

A separate Report on Corporate Governance and Management Discussion and Analysis forms part of the Annual Report along with the Auditors Certificate in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has adopted and implemented a Risk Management Policy after identifying various risk factors which the Company encounters in the course of its business. Appropriate structures are present so that risks are inherently monitored and controlled inter-alia through strict risk mitigating measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company. Financial risks, the Company is exposed to, are described in the appropriate notes to the financial statements.

The Company has adequate internal control system and procedures for minimization of risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134, of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that: i) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; ii) 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 the end of the financial year ended on 31st March, 2024 and of the profit of the Company for that period ; iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March, 2024 in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the Directors had prepared the annual accounts on a ‘going concern basis; v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) 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.

Pursuant to the provisions of the Act, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, declared dividends which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the IEPF established by the Central Government.

The above Rules also mandate transfer of underlying shares on which dividends are lying unpaid and unclaimed for a period of seven consecutive years to IEPF through corporate action.

Your Company has sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years. Thereafter, the Company shall transfer such unpaid or unclaimed dividends and corresponding equity shares of the Company for the financial year ended 31st March, 2017, to the IEPF Authority.

Members/claimants whose shares or unclaimed dividends have been transferred to the IEPF Authoritys Demat Account or the Fund, as the case may be, may claim such shares or apply for refund of such dividends, by making an application to the IEPF Authority in Form IEPF-5 available at http://www.iepf.gov.in along with requisite fee, if any, as may be decided by the IEPF Authority from time to time. The Member/claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

Members, therefore, are requested to immediately claim their dividends (and shares referred above), before they are transferred by the Company to the IEPF Authority. Details of shares/shareholders in respect of which dividend has not been claimed are available on the Companys website at http://albertdavidindia.com/undividend.php. Members are hereby advised to verify their records and claim their dividends in respect of all the earlier seven years, if not already claimed.

The Company has appointed Mr. Abhisekh Seth, Company Secretary of the Company as the Nodal Officer for the purpose of IEPF (since resigned effective 2nd June, 2024).

During the year under review, the Company has endeavoured to comply with the applicable Secretarial Standards to the extent applicable.

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 any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of Listing Regulations.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of your Company, under any scheme;

3. Your Company has not resorted to any buy back of its Equity Shares during the year under review;

4. Your Company does not have any subsidiary/ joint ventures/ associate companies;

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ‘going concern status and your Companys operations in future;

6. During the year, there has been no change in the nature of the business of the Company;

7. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016;

8. There has been no instance where the board has not accepted any of the recommendations of the Audit Committee;

9. No One time settlements with Banks or Financial Institutions were entered during the year.

Emphasis has been laid on cultivation of healthy human relationship in and outside the Company with prevalence of excellent industrial relationship in all units of the Company, Manufacturing units, Sales Offices, Depots and Corporate Office.

The Board sincerely places on record the support given by Medical Profession, Trade, Shareholders, Companys Bankers and Stockists, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the Executives, Officers, Staffs and Workers of the Company at all levels.