Alembic Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 117^th Annual Report together with the Audited Statement of Accounts for the year ended on 31^st March, 2024.

(1) Operations and State of Affairs of the Company:

(Rs. In lakhs)

Particulars	For the Year ended
	2024	2023
Profit for the year before Interest, Depreciation and Tax	11,086	9,151
Adjusting there from:
Interest (net)	69	16
Depreciation	746	636
Provision for deferred tax liabilities	484	248
Provision for current tax	499	325
Profit for the year	9,289	7,927
Add:
Retained Earnings - Balance brought forward	27,893	24,593
Total amount available for Appropriations	37,182	35,520
Other Appropriations	3	5
Less:
Dividend paid on Equity Shares during the year	5,649	4,622
Balance carried forward to next years accounts	31,529	27,893

The Company has prepared the Standalone and Consolidated Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013 (“Act”).

(2) Transfer to Reserve:

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

(3) Dividend:

The Board of Directors at their meeting held on 13^th May, 2024 has recommended Dividend of Rs. 2.40/- (i.e. 120%) per equity share having face value Rs. 2/- each for the financial year ended 31^st March, 2024 as against Rs. 2.20/- (i.e.110%) per equity share having face value Rs. 2/- each for the financial year ended 31^st March, 2023.

(4) Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015”) is annexed herewith as Annexure A. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

(5) Subsidiaries, Associates and Joint Ventures:

A statement containing the salient features of the financial statements of subsidiary and associate companies, as per Section 129(3) of the Act, is part of the consolidated financial statements.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.alembiclimited.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company has also been placed on the website of the Company. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary company may write to the Company Secretary requesting for the same.

(6) Directors:

During the year under review, Dr. Girish Hirode (DIN: 10145777) was appointed as an Independent Director of the Company w.e.f. 10^th August, 2023. Mr. C. P Buch (DIN: 05352912), Independent Director of the Company retired on completion of his tenure effective from 31^st March, 2024 end of the day. The Board placed on record its appreciation for the valuable contribution made by him.

The first term of Mrs. Rati Desai (DIN: 08535681) as an Independent Director, will end on 12^th August, 2024. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 13^th May, 2024 has recommended her re-appointment as an Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. 13^th August, 2024, subject to approval of the members by way of a special resolution.

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Udit Amin (DIN: 00244235), Non-Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

(7) Key Managerial Personnel:

Mrs. Malika Amin, Managing Director and CEO, Mr. Rasesh Shah, CFO and Mr. Keval Thakkar, Company Secretary are Key Managerial Personnel of the Company.

During the year under review Mr. Drigesh Mittal resigned as Company Secretary and Compliance Officer of the Company w.e.f. 21^st August, 2023 (after close of business hours) and Mr. Keval Thakkar was appointed as Company Secretary and Compliance Officer w.e.f. 1^st September, 2023.

(8) Meetings of the Board:

Four (4) Meetings of Board of Directors were held during the financial year ended 31^st March, 2024. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat are given at page No. 30 in Report on Corporate Governance forming part of this annual report.

(9) Independent Directors:

The Company has received declarations / confirmations from all the Independent Directors of the Company as required under Section 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015.

(10) Performance Evaluation:

Pursuant to the provisions of the Act, SEBI Listing Regulations, 2015 and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee (“NRC”) and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.

The Directors expressed their satisfaction with the evaluation process.

(11)Audit Committee:

In compliance with the requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations, 2015, the Company has formed an Audit committee. The composition of the Committee is provided at page No. 33 in the report on Corporate Governance forming part of this annual report. The Committee inter alia reviews the Internal Control System, Reports of Internal Auditors, Key Audit Matters presented by the Statutory Auditors and compliance of various regulations. The Committee also reviews the financial results and financial statements before they are placed before the Board of Directors. During the financial year 2023-24, the recommendations of Audit Committee were duly accepted by the Board.

(12) Vigil Mechanism/Whistle Blower Policy:

Pursuant to the provisions of Section 177(9) & (10) of the Act and the applicable provisions of SEBI Listing Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company and the web-link as required under SEBI Listing Regulations, 2015 is as under:

https://www.alembiclimited.com/policy/AL-Whistle-Blower-Policy.pdf

(13) Internal Control Systems:

The Companys internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organizations pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee.

(14) Corporate Social Responsibility:

Alembic Group has been proactively carrying out CSR activities since more than fifty years. Alembic Group has established, nurtured and promoted various Non-Profit Organisations focusing on three major areas - Education, Healthcare and Rural Development.

In compliance with 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 31^st March, 2024 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

(15) Policy on Nomination and Remuneration:

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website. The web-link as required to be disclosed under the Act is as under:

https://www.alembidimited.com/policy/AL-NRC-Policy.pdf

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP Senior Management Personnel & other employees.

5) Remuneration to Non-Executive/Independent Director.

(16) Dividend Distribution Policy:

In compliance with the requirements of Regulation 43A of the SEBI Listing Regulations, 2015, the Company has laid down a Dividend Distribution Policy, which has been uploaded on the Companys website. The web-link as required under SEBI Listing Regulations, 2015 is as under:

https://alembiclimited.com/policy/AL-Dividend%20Distribution%20Policy.pdf

(17) Related Party Transactions:

In accordance with the requisite approvals obtained, the Company has entered into transactions with the related party(ies) as mentioned in Note No. 36(D) of Standalone Financial Statements. There were no related party transactions made by the Company, which may have potential conflict with the interest of the Company.

Necessary disclosure in form AOC-2 with respect to the applicable transactions, is given in Annexure C of the Boards

Report. Save and except the above, the Company has not entered into any other arrangement / transaction with related parties which could be considered material in accordance with the Companys Policy on Related Party Transactions, read with the SEBI Listing Regulations, 2015, during the year under review.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website. The web-link as required to be disclosed under SEBI Listing Regulations, 2015 is as under:

https://www.alembiclimited.com/policy/AL-RPT%20Policy.pdf

(18) Corporate Governance Report:

The Report on Corporate Governance as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015 forms part of this Annual Report.

The certificate from M/s. Samdani Shah & Kabra, Practicing Company Secretaries required as per the aforesaid Schedule V confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is annexed to the Report on Corporate Governance.

(19) Business Responsibility & Sustainability Report:

The Business Responsibility & Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations, 2015, forms part of this Annual Report.

(20) Listing of shares:

The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) with Stock Code 506235 and security ID/symbol of ALEMBICLTD respectively. The ISIN for equity shares is INE426A01027. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2024-25 have been paid.

(21) Loans, Guarantee or Investments:

During the year under review, the Company has granted Loans, given Guarantees and made investments in compliance with the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of the same are provided in the Standalone Financial Statements as follows: Corporate Guarantee - Para III (a) of Annexure “A” to the Independent Auditors Report; and Investments - Note No. 6 & 10.

(22) Auditors:

(a) Statutory Auditors:

In compliance with the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, M/s. CNK & Associates LLP Chartered Accountants, having Firm Registration No. 10196W/ W-100036 were appointed as Statutory Auditors of the Company by the Members at their 1 15^th Annual General Meeting (AGM) held on 22^nd September, 2022 to hold office for a second term of five (5) years i.e. till the conclusion of 120^th AGM for the financial year ended 2026-27.

The Auditors Report on the Standalone Financial Statements for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Due to the Qualified opinion issued in the Auditors Report of the Companys associate entity w.r.t. comparative information for the year ended 31^st March, 2023, the Auditors Report on the Consolidated Financial Statements for financial year 2023-24 has been issued with qualified opinion as mentioned under ‘Basis for Qualified Opinion of their Report. The Company has provided the Statement on Impact of Audit Qualifications on Consolidated Financial Statements as Annexure D to this Report which shall be treated as Boards response.

(b) Secretarial Auditors:

The Board of Directors appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year ended 2023-24, is annexed as Annexure E.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has complied with all the applicable provisions of the Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

(c) Cost Auditors:

The provisions of Section 148(1) of the Act with regard to maintenance of cost records are applicable to the Company and the Company has made and maintained the cost records as specified therein.

The Board of Directors appointed M/s. Santosh Jejurkar & Associates, Cost & Management Accountants as Cost Auditors for conducting audit of the cost accounts maintained by the Company for the financial year 2024-25.

(d) Internal Auditors:

The Board of Directors appointed M/s. Sharp & Tannan Associates, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-25.

(23) Risk Management:

The Company has constituted a Risk Management Committee and formulated Risk Management Policy which functions as a guiding tool in fulfilling the managements responsibility towards risk management. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

(24) Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year ended 31^st March, 2024. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

(25) Annual Return:

A copy of Annual Return as required under Section 92(3) and Section I34(3)(a) of the Act has been placed on the website of the Company. The web-link as required under the Act is as under:

https://www.alembiclimited.com/#services

(26) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section I34(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

(27) Particulars of employees and related disclosures:

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

A statement showing the names and particulars of the employees falling within the purview of Rules 5(2) and 5(3) of the aforesaid Rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

(28) Other Disclosures:

(a) During the year under review, the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. Therefore, requirement of disclosure of details relating to deposits as per Section 134(3)(q) of the Companies Act, 2013 read with rules made thereunder is not applicable.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(b) In the opinion of the Board, the Independent Director appointed during the year is a person of integrity and possess expertise, experience and proficiency.

(c) The Managing Director of the Company has not received any remuneration or commission from its subsidiary.

(d) No fraud has been reported by the Auditors under Section 143(2) of the Act to the Audit Committee or the Board.

(e) Neither application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(f) No settlements have been done with banks or financial institutions.

(g) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

(h) The Company has in place a policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted the Internal Complaints Committee to redress complaints received regarding sexual harassment. During the year, no complaint was received by the Company.

(29) Directors Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) they 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 profit of the Company for that period;

(c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

For and on behalf of the Board of Directors,	Sd/-
Registered Office:	Chirayu Amin
Alembic Limited	Chairman
CIN: L26I00GJI907PLC000033	(DIN: 00242549)
Reg. Off.: Alembic Road, Vadodara - 390 003.
Tel : +91 265 6637000
Email Id: alembic.investors@alembic.co.in
Website: www.alembiclimited.com
Date: 13th May, 2024
Place: Vadodara