Alfa Ica India Ltd Directors Report

We have pleasure in presenting the 35th Annual Report of the Company along with the audited statement of accounts for the year ended
March 31, 2026. The financial results for the year are shown below. The working and operational parameters of all the plants of the
Company were quite satisfactory during the year.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	Current Year 31.03.2026	Previous Year 31.03.2025
Total Income	8859.29	7943.23
Earnings before Interest and Depreciation	600.34	521.12
A.Finance Cost	200.05	193.94
B.Depreciation	145.76	134.86
Profit before Tax	254.53	192.32
Tax Liability
I.Current Tax	54.82	36.49
II.Deferred Tax	9.79	12.04
Ill.Tax Adjustments Earlier Years
Profit after Tax	189.92	143.79
Earning Per Share
Basic	4.70	3.56
Diluted	4.70	3.56

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2026 is
Rs.40,400,000. During the year under review, the Company has
not issued any shares.

RESULT OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

During the year under review, total revenue of the Company s is Rs.
8859.29 lakhs as against to Rs.7943.23lakhs in the previous year.
Profit for the year 2025-26 is Rs. 189.92 lakhs as against Rs 143.79
lakhs the previous year.

TRANSFER TO RESERVES

Company has not proposed any amount to be carried to any
reserves.

EXPORT

The total exports of the Company amounted to Rs. 6,826.74
lakhs (Previous year Rs 5,959.50 lakhs) representing about
81.22 percent of the sales. The Company is trying to locate new
export markets for its products and see good potential for growth
in the export business.

DIVIDEND

The Directors have not recommended dividend for the Financial
Year 2025-26.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any
deposit within the meaning of Section73 and74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory modification(s) or re-
enact ment(s) for the time being in force).

CREDIT RATINGS

During the year under review, your company has got reaffirmation
on credit ratings from CARE Rating Limited, a reputed Credit Rating
Agency for its Long term and short-term Bank Facilities. The Credit
Rating Agency has reaffirmed and assigned its rating of CARE BBB;
Stable / CARE A3 (Triple B; Outlook: Stable / A Three Long-term/
Short term Bank Facilities and CARE A3 (A Three)) for its Short-
term Bank Facilities.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company during the
year; hence consolidation of financial data of the subsidiary
company is also not applicable to the Company for the financial
year 2025-26.

CORPORATE GOVERNANCE:

As the shares of the Company are listed on stock exchange, the
Company is required to make compliance with the provisions of

the Corporate Governance. As per revised guidelines and
Regulation 27 of SEBI (LODR), 2015 recently introduced by SEBI for
corporate governance, the company is now complying with the
same. Many information relating to the Corporate Governance,
Management Discussion and Analyses Report, Code of Conduct
for Directors, Details and Policy for Independent Directors, Key
Management Personnel etc. are uploaded on companys website.
As the Companys paid up share capital is less than Rs.10 Crores
and its net worth is more than Rs.25 crores effect from Quarter
ended June 2026 and it is now required to furnish the full
Corporate Governance Report in its Annual Report. A detailed
Report on Compliance with certain conditions of the Corporate
Governance are given herewith along with confirmation by
Directors for compliance and a compliance certificate by a
Practicing Company Secretary is attached herewith as
ANNEXUREC.

EVALUATION OF THE PERFORMANCE OF THE BOARD,
COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with
Rules framed there under and incompliance with the
requirements of SEBI(LODR)Regulations,2015, the Board has
carried out the annual evaluation of its own performance,
performance of the Directors individually as well as the
performance of the working of its Audit, Nomination &
Remuneration and other Committees of the Board. At the meeting
of the Board, all the relevant factors that are material for
evaluating the performance of individual Directors, the Board and
its various Committees, were discussed in detail. A structured
questionnaire each, for evaluation of the Board, its various
Committees and individual Directors, was prepared and
recommended to the Board by the Nomination & Remuneration
Committee, for doing the required evaluation, after taking into
consideration the input received from the Directors, covering
various aspects of the Boards functioning, such as adequacy of
the composition of the Board and its Committees .execution and
performance of specific duties, obligations and governance, etc.

A separate exercise was carried out to evaluate the performance
of individual Directors, including the Chairman of the Board, who
were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the
interest of the Company and its minority Shareholders, etc. The
performance evaluation of the independent Directors was carried
out by the entire Board. The performance evaluation of the
Chairman and non-independent Directors was also carried out by
the Independent Directors at their separate meeting. The
Directors expressed their satisfaction with the evaluation process.

BOARD MEETINGS AND COMMITTEEES

During the year, seven Board Meetings were held. Seven Audit
committees meetings & two Nomination & Remuneration
committee meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed
under the Act and the Listing Regulations.

The Audit Committee comprises of Mr. Aayush Kedia Independent

Director as Chairman, Mr. Rishi Tikmani, Managing Director and,
Ms. Poonam Panchal Independent Director as Members.

The Nomination and remuneration Committee comprises of, Mrs
Poonam Panchal and Independent Director as Chairperson, Mr.
Ayush Kedia Independent Director as Member and Mr. Rishi
Tikmani, Managing Director as Member

The Stakeholder relationship Committee comprises of Mr Ayush
Kedia an Independent Director as Chairperson, Mrs. Poonam
Panchal an Independent Director as Member and Ms. Pooja
Tikmani, Joint Managing Director as Member.

Further, as per section 177(8) of the Companies Act, 2013 there
was not any case during the period under review that any
recommendation if any made by the Audit Committee and the
Board has not accepted it.

BUSIN ESS ACTIVITY

The Company is presently engaged in the process of
manufacturing High Pressure Laminate (H.P.L) Sheets & Compacts
which are available in several Colours, Designs and Textures. Alfa
range consists of more than 600 design decors and more than 50
textures. Company has also spreading its footprints globally,
producing more than 6 Million sq. mts. Laminates. With more
decors and more finishes, our innovation brings you beautiful,
high quality environmental friendly decorative solutions. These
High Pressure Laminates are recognized and appreciated by
architects, interiors and fitters. The Laminate sheets are used for
various applications in many areas such as furniture covering, wall
paneling, partitions, door covering, shower panels, interior wall
paneling, exterior wall cladding, green chalk board, white marker
board, dry wipe boards, kitchen top and backsplash, cubicle
partition panel, green chalk board/white market, anti-fingerprint
laminate, table top, fire retardant and many other areas.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The annexed Management Discussion and Analysis Report forms a
part of this report and covers, amongst other matters, the
performance of the Company during the Financial Year 202S-26 as
well as the future outlook.

DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations as required
under Section 149(7) of the Companies Act, 2013 that they meet
the criteria of independence as provided in Section 149(6) of the
Companies Act, 2013 and qualify to act as Independent Director of
the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors appointed
the following individuals:

- Mrs. Dhara Mistry was appointed as a Company Secretary
and Compliance officer (1-10-2026 continue) in place of Ms.
Himandri Trivedi Company Secretary and Compliance officer.

Details of Directors seeking appointment as required under the
Listing Regulations are provided in the Notice forming part of this

Annual Report. Their appointments are appropriate and in the
best interest of the Company

In accordance with Section 203 of the Companies Act, 2013, the
Company have Mr. Rishi Tikmani, managing Director, Ms. Pooja
Tikmani, Women Joint Managing Director, Mr. Hansraj Sekhani,
CFO, Mrs. Dhara Mistry, Company Secretary as a Key Managerial
Personnel at the end of the financial year and as on date of the
Board Report.

Your Company in accordance with the provisions of Section 2(51),
203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment(s)
for the time being in force).

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if
any, of the Companies Act, 2013 read with the Rules framed there
under and Regulation 19 of the SEBI (LODR) Regulations, 2015, the
Board of Directors formulated the Remuneration Policy of your
Company on the recommendations of the Nomination and
Remuneration Committee. The salient aspects covered in the
Remuneration Policy, covering the policy on appointment and
remuneration of Directors, key managerial personnel and
employees.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies
Act, 2013 your Directors confirm that:

a) In the preparation of the financial statements for the
financial year ended March 31, 2026 as far as possible and
to the extent, if any, accounting standards mentioned by
the auditors in their report are complied with, all other
applicable accounting standards have been followed along
with proper explanation relating to material departure;

b) such accounting policies have been selected and applied
them consistently and judgments and estimates made 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 profit of the Company for the year ended
on that date;

c) The Directors have taken proper and sufficient care has
been taken for maintenance of adequate accounting
records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for prevention
and detection of fraud and other irregularities;

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

e) Proper internal financial controls are in place and that such
internal financial controls are adequate and were
operating effectively.

f) The Directors have devised proper systems to ensure
compliances with the provisions of all applicable laws and

that such systems are adequate and operating effectively.
CHANGES IN THE COMPOSITION OF COMMITTEE

During the year 2026-2027 composition of committees have
changed with effect from 19th May,2026

The Audit Committee comprises of Mr Ayush Kedia Independent
Director as Chairman, Mr. Rishi Tikmani, Managing Director as
member Ms. Poonam Panchal Independent Director as Members.

The Nomination and remuneration Committee comprises of, Ms.
Poonam Panchal Independent Director as Chairperson, Mr. Ayush
Kedia Independent Director as member, Mr. Rishi Tikmani,
Managing Director as member

The Stakeholder relationship Committee comprises of Mr. Ayush
Kedia, Independent Director as chairperson and Ms. Pooja
Tikmani, Managing Director as Members, Ms. Poonam Panchal
Independent Director as member.

STATUTORY AUDITORS

At the 31st Annual General Meeting of the Company held in the
year 2022 the shareholders had approved the appointment of
M/S. O.P. Bhandari & co., Chartered Accountants, Ahmedabad
(Firm Registration No. 112633W) as Statutory Auditors of the
Company for a term of 5 (five) consecutive years from the
conclusion of 31st AGM to the conclusion of 36th AGM. Proviso
(1) of sub-section (1) of Section 139 of the Act which mandates
that the Company shall place matter relating to such appointment
for ratification by Shareholders at every Annua General Meeting
has been omitted by the Companies (Amendment) Act, 2017
effective May 07, 2018. Therefore, for the Financial Year 2021-22
and thereafter, ratification of Auditors appointment every year at
the Annual General Meeting is no longer required.

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

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act,2013, your Company
has appointed M/s. Kamlesh M Shah & Co., Practicing Company
Secretary (Certificate of Practice No. 2072), as the Secretarial
Auditor to conduct an audit of the secretarial records, for the
financial year 2025-26.

The Secretarial Audit Report for the financial year ended March
31,2026 is annexed herewith as "ANNEXURE A" to this report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

INTERNALAUDITOR

In terms of Section 138 of the Companies Act,2013, your Company
has reappointed M/s Biren Shah & Co, Chartered Accountants
(Firm Registration No. 132301W) as Internal Auditor of the
company for the financial year for the financial year 2025-26.

COST RECORD

Pursuant to Rule 3 of Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company is required to
maintain cost records and accordingly, such records are made and
records have been maintained. Your company is obtained
certificate from M/s J. B. Mistry & Co, Cost Accountant,
Ahmedabad (FRN: 101067).

RISK MANAGEMENT

Your Company has robust Risk Management policy. The Company
through Board and Audit Committee oversees the Risk
Management process including risk identification, impact
assessment, effective implementation of the mitigation plans and
risk reporting. Risk Management forms an integral part of the
Companys planning process. There are no risks, which in the
opinion of the Board threaten the existence of your Company.

ADEQUCY OF INTERNAL FINANCIAL CONTROLS

The Company has in place robust internal control procedures
commensurate with its size and operations. Company has the
internal controls Department headed by Internal Auditor of the
company. The Board of Directors is also responsible for the
internal control system, sets the guidelines, verifying its adequacy,
effectiveness and application. The Companys internal control
system is designed to ensure management efficiency,
measurability and verifiability, reliability of accounting and
management information, compliance with all applicable laws
and regulations, and the protection of the Companys assets so
that the companys main risks (operational, compliance-related,
economic and financial) are properly identified and managed over
time.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of Regulation 8 of SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has adopted Code of Conduct
prohibiting, regulating and monitoring the dealings in the
securities of the Company by Directors, Designated Employees
and Connected Persons while in possession of unpublished price
sensitive information in relation to the securities of the Company.
The code of conduct is available at the Companys website at
www.alfaica.com under investor segment.

LISTING INFORMATION

The Equity Shares of your Company is listed on Bombay Stock
Exchange BSE Limited and The Company confirms that it has paid
the Annual Listing Fees to the BSE Limited.

DETAILS IN RESPECTOF FRAUD

During the year under review, the Statutory Auditor in their report
have not reported any instances of frauds committed in the
Company by its Officers or Employees under section 143( 12) of the
Companies Act, 2013.

Maternity Benefit Act, 1961

The Company complies with the provisions of Maternity Benefit
Act, 1961, as and when it becomes applicable.

EXTRACT OF ANNUAL REPORT

In accordance with the provisions enshrined in the Act, annual
return in the prescribed format is available at web-link viz
https://www.alfaica.com/investors-relation.html pursuant to the
provisions of clause (a) of sub-section (3) of Section 134 of the Act.

PARTICULARS OF THE EMPLOYEES

The information required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/employees of your Company is set out in "Annexure - C"
of this report. The statement containing the information of the top
ten employees in terms of remuneration drawn as required under
Section 197 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be provided to any Member on a
written request to the Company Secretary. In terms of Sectionl36
of the Act, the Reports and Accounts are being sent to the
Members and others entitled thereto, excluding the aforesaid
information of top ten employees which is available for inspection
by the members at the Registered office of the Company during
business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. There was no employee who
was in receipt of remuneration in excess of 8.5 Lacs per month
during the year or 1.2 Crore per annum in the aggregate if
employed part of the year.

CHANGE IN DIRECTORSHIP:

There has been no change in the constitution of the board during
the financial year. The structure of the board remains the same.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8 (3) OF THE
COMPANIES (ACCOUNTS) RULES, 2014:

The information pertaining to conservation of energy, technology
absorption, foreign exchange Earnings and outgo as required
under Sectionl34(3)(m) of the Companies Act, 2013 read with
Rule8(3) of the Companies (Accounts) Rules,2014 is furnished in
Annexure to Directors Report and is attached to this report.
[Annexure-C]

LOAN, GUARANTEES OR INVESTMENTS

During the year, the Company has not made any investment nor
given any loan or guarantees under Section 186 of Companies Act,
2013.

RELATED PARTIES TRANSACTIONS

During the year, the Company entered into transactions with M/s.
Toplam, corporation a proprietorship concern in which Mrs. Anuja
Tikmani, wife of Mr. Rishi Tikmani, Managing Director of the
Company, is the proprietor, for the sale of goods in the ordinary
course of business and on an arms length basis.

The transactions were undertaken in the normal course of the
Companys business and were in accordance with the applicable
provisions of the Companies Act, 2013 and the rules made
thereunder. The details of such transactions, to the extent
applicable, have been disclosed in the financial statements in
accordance with the applicable accounting standards.

The aggregate value of transactions with M/s. Toplam during the
financial year was * 212.11 lakh.

During the financial year 2025-26, there was no materially
significant related party transaction undertaken by the Company
under Section 188 of the Companies Act, 2013 read with rules
framed there under and Regulation 23 of SEBI (LODR) Regulations,
2015 that may have potential conflict with the interest of the
Company. Disclosure on related party transactions is set out in
financial statements.

MATERIALCHANGES/INFORMATION

There are no material changes have taken place after the closure
of the financial year up to the date of this report which may have
substantial effect on the business and financial of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS
OPERATIONS IN FUTURE

No significant and material orders have been passed by any of the
regulators or courts or tribunals impacting the going concern
status and companies operations in future.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no application made or
proceeding in the name of the company under the Insolvency
and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON
ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN
FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there were no one time settlement
of loan taken from banks and financial Institutions

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134(3) of the Act and
Rule 8 of the Companies (Accounts) Rules,2014 to the extent the
transactions took place on those items during the year.

INDEPENDENT DIRECTORS: The Company has following
Independent Directors as on March 31,2026:

1. Mr. AyushKedia (DIN: 08605912)

2. Ms.Poonam Panchal (DIN: 08158195)

All the Independent Directors of your Company had registered
themselves with the databank maintained by the Indian Institute
of Corporate Affairs, in terms of the provisions of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2019 and the Companies (Creation and Maintenance of Databank
of Independent Directors) Rules, 2019.

Company has received declarations from all the above-named
Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the
Companies Act, 2013, read with the Schedules and Rules issued
thereunder, as well as clause (b) of sub-regulation (1) of
Regulation 16(l)(b) of the Listing Regulations (including any
statutory modification(s) or re-enactment(s) thereof for the time
being in force) and the same have been taken on record by the
Board after undertaking due assessment of the veracity of the
same. All the Independent Directors of the Company have
complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013. The criteria for
determining qualifications, positive attributes and independence
of Directors and the policy on familiarization programs are
available on the Companys website, viz., www.alfaica.com at the
web link https://www.alfa.in/policies.htm. The Independent
Directors met once during the financial year 2025-26, i.e., on 31st
January,2026 in terms of provisions of Schedule IV of the
Companies Act, 2013. All the independent directors of the
Company were present at the meeting

APPRECIATION

Your Director stake this opportunity to express their sincere
appreciation to the shareholders, customers, bankers, suppliers,
employees and other business associates for the excellent support
and co-operation extended by them.