Alembic Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 118^th Annual Report together with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

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

(Rs. In lakhs)

Particulars	For the Year ended
	31st March, 2025	31st March, 2024
Revenue from operations	21,435.79	15,225.00
Other Income	7,451.02	5,461.61
Profit for the year before Interest, Depreciation and Tax	16,406.35	11,086.49
Less:
Interest (net)	182.98	68.72
Depreciation & Amortization Expenses	1,024.46	746.10
Less:
Tax Expenses	1,004.19	982.88
Net Profit for the year	14,194.71	9,288.80
Other Comprehensive Income	(3,588.73)	(5,662.27)
Total Comprehensive Income	10,605.98	3,626.52

Break-up of segment wise standalone revenue is as under:

Particulars	2025	2024
API Business	3,221.48	3,174.20
Real Estate Business	18,214.31	12,050.80
Total	21,435.79	15,225.00

The Standalone and Consolidated Financial Statements are prepared 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, 2025 have 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, 2025 which is the same as the 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.

(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 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 fourth 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 fifth proviso of the said section, separate audited annual accounts of the subsidiary company have also been placed on the website of the Company. Any Shareholder 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.

During the year under review the Alembic City Limited, a wholly owned subsidiary of the Company became a material subsidiary of the Company. The Company has a policy for determining Material Subsidiary. The same is available on the website of the Company as mentioned below: https://www.alembiclimited.com/policy/Policy-on-Material-Subsidiaries.pdf.

(6) Directors:

During the year under review, the Board of Directors appointed Mr. Mayurdhvaj Jadeja (DIN: 00799518) and Mr. Sanjeev Shah (DIN: 00106702) as Independent Directors of the Company w.e.f. 7^th February, 2025 and Mr. Jain Parkash (DIN: 10922687) as a Non-Executive Non-Independent Director of the Company w.e.f. 8^th February, 2025. Further, Mrs. Rati Desai (DIN: 08535681) was re-appointed as an Independent Director of the Company for her second term of 5 (five) consecutive years w.e.f. 13^th August, 2024.

Mr. Mayank Amin (DIN: 03455164), Independent Director ceased to be a director due to his sudden and sad demise on 16^th January, 2025. Mr. Sameer Khera (DIN: 00009317), Independent Director of the Company retired on completion of his second term effective from 24^th February, 2025 end of the day. Mr. Abhijit Joshi (DIN: 06568584), Non-executive Non-independent director of the Company resigned due to personal reasons w.e.f. 8^th February, 2025. The Board places on record its sincere appreciation for the valuable contribution made by them during their association with the Company.

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. Chirayu Amin (DIN: 00242549), Non-executive Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting ("AGM") 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 the Key Managerial Personnel of the Company.

(8) Meetings of the Board: Four (4) Meetings of Board of Directors were held during the financial year ended 31^st March, 2025. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat are provided in the 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 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 2024-25, 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 Regulation 22 of the 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/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, 2025 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.alembiclimited.com/policy/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 Personnel.

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

5) Remuneration to Non-Executive / Independent.

In order to maintain alignment of the policy with our organizations goals and objectives and regulatory amendments, the Nomination and Remuneration policy of the Company was amended during the year under review.

(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://www.alembiclimited.com/policy/AL-Dividend%20 Distribution%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 entered into 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/Related-Party-Transaction-Policy.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 INE426A0I027.

The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2025-26 have been paid.

(21) Loans, Guarantee or Investments:

During the year under review, the Company has not granted any Loans and given any Guarantees falling within the purview of the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investments made under the said provisions are provided in Note No. 6 & 10. of Notes to Standalone Financial Statements of the Company.

(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. I0I96W/W- 100036 were appointed as Statutory Auditors of the Company by the Members at their 115^th 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 for financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors had 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 2024-25, is annexed as Annexure D. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In accordance with the provisions of Regulation 24A of SEBI Listing Regulations, 2015, M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara were appointed by the Board of Directors of Alembic City Limited (“ACL”), material unlisted Indian subsidiary to conduct its Secretarial Audit. The Secretarial Audit Report issued by them for ACL is annexed as Annexure E to this Report. The said 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.

The Audit Committee and the Board of Directors at their respective meetings held on 13^th May, 2025, subject to the approval of members, recommended the appointment of M/s. Samdani Shah & Kabra, Practicing Company Secretaries having Firm Registration Number: P2008GJ0I6300, Vadodara, as the Secretarial Auditors of the Company for the term of five years commencing from financial year 2025-26 till financial year 2029-30.

(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 2025-26.

(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 2025-26.

(23) Risk Management:

The Company has constituted a Risk Management Committee and formulated a 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.

(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, 2025. 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 134(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 134(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(1) 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 rule 5(2) 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 Act. Therefore, requirement of disclosure of details relating to deposits as per Section 134(3)(q) of the Act read with rules made thereunder is not applicable.

(b) 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.

(c) In the opinion of the Board, the Independent Directors appointed during the year are person of integrity and possess expertise, experience and proficiency.

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

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

(f) 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.

(g) 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.

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

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

(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,	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, 2025
Place: Vadodara