Market & News

Dear Members,

The Board of Directors are pleased to present the 35 th Annual Report on business and operations of your Company along with the audited statements of accounts for the finan cial year ended 31 st March, 2025.

FINANCIAL RESULTS:

( Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations (Net)	1,52,588	1,39,231	1,72,036	1,55,937
Other Income	348	290	343	380
Total Income	1,52,936	1,39,521	1,72,379	1,56,317
Earnings before interest, tax, depreciation, and amortization	17,909	17,364	19,790	19,911
(EBITDA)
Less: Depreciation and amortization expense	8,645	7,440	9,127	7,752
Earnings before interest and tax (EBIT)	9,264	9,925	10,663	12,158
Less: Finance costs	4,169	3,836	4,452	4,069
Profit/ (loss) before tax (PBT)	5,095	6,088	6,211	8,090
Less: Tax expense	1,301	1,506	1,605	1,953
Profit/ (loss) after tax (PAT)	3,794	4,583	4,606	6,137
Other comprehensive income/ (loss), Net of Tax	(93)	(50)	(32)	247
Total comprehensive income/(loss), Net of Tax	3,702	4,533	4,574	6,384
Earnings per share (In Rs. )
Basic	23.36	28.44	28.36	38.09
Diluted	23.17	28.05	28.12	37.76

YEAR UNDER RETROSPECT

Standalone

On standalone basis, the total income for the finan cial year ended 2024-2025 was Rs. 152,936 lacs as against

Rs. 139,521 lacs for the finan cial year 2023-24, showing an increase of 9%. EBITDA for the year under review stood at Rs. 17,909 lacs as against Rs. 17,364 for the previous year, showing a marginal improvement. P rofit before Tax was Rs. 5,095 lacs as against Rs. 6,088 lacs a year ago, a decline of 16%. Decline was mainly on account of higher provisions for depreciation and higher finan ce cost. Net worth of the Company improved from Rs. 51,934 lacs at the end of the finan cial year 2023-24 to Rs. 54,869 lacs as on 31 st March, 2025.

Consolidated

On a consolidated basis, your Company recorded the higher total income of Rs. 1,72,379 lacs as against Rs. 1,56,317 lacs in the last year, an increase by 9%. EBITDA for the year under review, stood marginally lower at Rs. 19,789 lacs as against EBITDA of Rs. 19,911 lacs for FY 2023-24. P rofit before tax was Rs. 6,211 lacs as against Rs. 8,090 lacs a year ago, a decline of 23%. However, net worth increased to

Rs. 59,327 lacs as at the end of the finan cial year from

Rs. 55,520 lacs at the end of the previous finan cial year.

Transfer of General Reserves

The Board of Directors has not proposed to transfer any amount to general reserves.

CAPITAL EXPENDITURE

During the year under review, your Company on a standalone basis incurred a total capital expenditure of

Rs. 13,350 lacs as against Rs. 9,631 lakhs in the previous finan cial year. This mainly comprises manufacturing capacity expansion/ bottleneck, regular capital expenditure at various plant locations, technological advancements including safety and general maintenance. As on 31 st March, 2025, the gross value of property, plant, machinery, equipment, other tangible and intangible assets and leased assets were Rs. 94,446 lakhs.

DIVIDEND:

Your Directors in their meeting held on 12 th May, 2025 had declared an interim dividend of Rs. 2.50 per share (50%) for the finan cial year 2024-25. The said dividend has already been paid. Your Directors are pleased to recommend a final dividend of Rs. 3/- per share (60%). The final dividend for the year ended 31 st March, 2025 is subject to approval of the Members at the forthcoming 35 th Annual General Meeting to be held on 19 th September, 2025.

Final dividend, if declared by the Members in their 35 th Annual General Meeting, the total dividend for the finan cial year 2024-25 will be Rs. 5.50 per share i.e. (110%).

Your Company has adopted a Dividend Distribution Policy, which details certain parameters inter alia exigencies of fund for need based working capital, budgeted capital expenditure, contingencies etc, based on which the Board of Directors declares interim dividend and recommends final dividend. The said Dividend Distribution Policy is available on website of the Company at https://www. alicongroup.co.in/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis on the working of the Company and various challenges faced by the Company during the year under review and current scenario is given separately under Management Discussion and Analysis, which forms parts of this report.

ALICON GROUP/ SUSBIDIARY COMPANIES

As on 31 st March, 2025, your Company had three overseas subsidiary companies, namely Alicon Holding GmbH, Illichmann Castalloy GmbH and Illichmann Castalloy S.R.O. Your Company does not have any Indian subsidiary company and Joint Venture. Your Company has one Indian Associate company namely, Clean Max Uno Private Limited.

A statement containing the performance and finan cial position of each of the subsidiaries and associates for the finan cial year ended 31 st March, 2025 in prescribed format AOC-1 is annexed as Annexure I and forms part of this integrated annual report.

The Policy may be accessed at Policy_on_determination_ of_Material_Subsidiary.pdf (alicongroup.co.in).

The Audited Financial Statements including the Consolidated Financial Statements and the related information of the Company as well as the separate finan cial statements of each of the subsidiaries and associates, are available on the website of the Company at https://www.alicongroup.co.in/ finan cial-results/

The finan cial performance of these overseas subsidiaries for the finan cial year 2024-25 is provided below:

1. Illichmann Castalloy GmbH

The Company recorded a total income of Rs. 3,409.31 lacs in Rupee term for the year ended on 31 st March, 2025 as against Rs. 5,173.99 lakhs in the previous year and the Company earned a pre-tax p rofit Rs. 88.93 lakhs for the year as against Rs. 218.96 lakhs a year ago.

2. Illichmann Castalloy S.R.O

The Company had recorded a total income of

Rs. 18,647.23 lacs in Rupee term for the year ended on 31 st March, 2025 as against Rs. 16,042.49 lakhs in the previous year. The Company earned a pre-tax p rofit

Rs. 1,044.70 lacs for the year as against Rs. 1,780.74 lacs a year ago.

3. Illichmann Castalloy GmbH

During the year under review, the company had no income.

SHARE CAPITAL

The Board of Directors of the Company in its meeting held on 16 th May, 2024 had allotted 1,50,000 Equity shares of

Rs. 5/- each to its employees, who exercised their rights under Alicon Castalloy Employees' Stock Options Scheme ?€“ 2022. This has resulted in an increase in issued, subscribed and paid-up share capital to Rs. 8,13,09,200/- divided into 1,62,61,840 Equity Shares of Rs. 5/- each.

The Company has not issued any shares with differential voting rights.

Investment in Captive Power

Your Company is holding 14% of the issued, subscribed and paid-up capital of Radiance MH Sunrise Three Private Limited and 10.4% of the issued, subscribed and paid-up capital of Radiance MH Sunrise Eight Private Limited, both being special purpose vehicle incorporated by Radiance Renwables Private Limited, a leading global alternative asset manager with one of the largest renewable power platform. These Companies supply solar power to Shikrapur plant in Maharashtra. This has resulted in substantial savings in energy cost as also reduction in carbon.

Enthused with the initiative of green energy supplies, your Company also entered into a strategic partnership with Clean Max Enviro Energy Solutions Private Limited to set-up a solar energy park with 3.4 MW capacity at the Company's Binola plant in Haryana. Accordingly, the investment of Rs.125.40 lacs was made during the year under review by subscribing 26% of the issued, subscribed and paid-up capital of Clean Max Uno Private Limited, a special purpose vehicle (SPV) formed under the government's captive open access renewable energy scheme.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Deposit under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantee, securities and investments made as required under the provisions of section 186 of Companies Act, 2013 read with Regulation 34 (3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the notes to finan cial statements.

RELATED PARTY TRANSACTIONS AND POLICY

All contracts/arrangements/transactions with related parties during the FY 2024-2025 were in the ordinary course of business and on an arm's length basis. All transactions with related parties, which were repetitive in nature, in an ordinary course of business and at an arm's length basis were placed before the Audit committee for omnibus approval. The details of all related party transactions, as approved, are placed on a quarterly basis before the Audit Committee for its review and noting.

The details of the Related Party Transactions as per IND AS - 24 are set out in Notes to the Financial Statements of the Company. Since all the transactions with related parties entered by the Company were in ordinary course of business and on an arm's-length basis, Form AOC-2 is not applicable to the Company.

During the year under review, there was no material related party transaction with Promoters, Directors or Key Managerial Personnel or their relatives.

MATERIAL CHANGES AND COMMITMENT

No material change and commitment, which could affect your Company's finan cial position, has occurred between the end of the finan cial year 2024-25 and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of the business of the Company during the finan cial year ended March 31, 2025.

INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has a comprehensive internal control system to provide reasonable assurance about the achievement of its objective, reliability of finan cial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and e fficien t use of resources. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. The monitoring and reporting of finan cial transactions is supported by a web-based system SAP, which helps in obtaining accurate and complete accounting records and timely preparation of reliable finan cial disclosures at all levels of the organization.

The details in respect of internal controls and internal finan cial controls and their adequacy are included in the Management Discussion and Analysis, which forms a part of this Integrated Annual Report.

CREDIT RATING

Your Company has been rated by CRISIL Limited ("CRISIL") for its Banking facilities. Your Directors are pleased to inform you that CRISIL has reaf firm ed its rating to CRISIL A/ positive for long-term facilities and CRISIL A1 for short-term credit facilities.

RISK MANAGEMENT

In accordance with the Regulation 21 of SEBI (LODR) Regulations, 2015, the Board has constituted the Risk Management Committee. Mr. Alfred Heinrich Knecht, was the Chairman and Mr. Ajay Nanavati, Mr. Ajay S. Patil, Mr. Jitendra Panjabi and Ms. Sujatha Narayan, were the Members of the Committee as on 31 st March, 2025.

The Company has established a comprehensive Risk Management Policy and implemented a robust mechanism to ensure regular monitoring and mitigation of risks. The framework provides for regular updates on risk assessment, mitigation strategies and governance practices at various organizational levels. This ensures that executive management effectively manages risks through a well-structured and proactive approach. The Risk Management Committee periodically reviews the framework including cyber security, high risk items and mitigation. There are no risks which, in the opinion of the Board of Directors, threaten the existence of the Company. Risk Management Policy was reviewed by the Board of Directors in 2025.

All the assets of the Company are adequately insured.

CYBER SECURITY

The Company has established cyber security and crisis management policies to prevent cyber threats and manage incidents pertaining to cyber security and data privacy effectively. It also tracks emerging practices and technologies to enhance the security of IT systems and infrastructure on a continuous basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to Corporate Governance guidelines as prescribed in the SEBI Listing Regulations. A separate report on Corporate Governance alongwith a C ertifi cate from Upendra C. Shukla, Practicing Company Secretary, certifying the compliance as required under SEBI Listing Regulations, is annexed to this Report as Annexure II.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from the environmental, social and governance perspective is annexed to this Report as Annexure III and forms part of this integrated report. This report is also available on the Company's website at www.alicongroup.co.in.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosure of information regarding Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earning and Outgo etc. as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed separately as an Annexure ?€“ VIII.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Change in Directorate

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 08 th August, 2024 appointed Mr. Alfred Knecht (DIN: 10617020) as Additional Director ?€“ Independent for a term of 5 ( five ) consecutive years with effect from 8 th August, 2024. The appointment was duly approved by the shareholders in their 34 th Annual General Meeting held on 27 th September, 2024.

The Board of Directors in its meeting held on 14 th October, 2024, based on the recommendation of the Nomination and Remuneration Committee, had appointed Mr. Ajay Shriram Patil (DIN: 01217000) and Ms. Bijal Tushar Ajinkya (DIN: 01976832) as an Additional Directors ?€“ Independent for a term of five consecutive years effective from 14 th October, 2024. These appointments were approved by the shareholders by special resolutions passed through postal ballot on 4 th January, 2025.

Further, based on recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 10 th February, 2025 had appointed Ms. Sujatha Narayan (DIN: 02564571) as an Additional Director

- Independent for a first consecutive term of five years, effective from the same date. Her appointment as an

Independent Director was approved by the shareholders by passing a special resolution through postal ballot on 30 th April, 2025.

Mr. Ajay Nanavati (DIN: 02370729), Chairman and Independent Director, whose second term of consecutive five years expired 29 th April, 2025, based recommendation of the Nomination & Remuneration Committee and as recommended by the Board of Directors, was appointed as Non-Executive Non-Independent Director effective from 30 th April, 2025 by the shareholders of the Company through postal ballot.

Cessation

Consequent upon expiry of her first term, Ms. Veena Mankar (DIN:00004168) ceased to be an Independent Director with effect from close of the business hours on 14 th October, 2024. Ms. Veena Mankar was associated with your Company since 2019. The Board places on record its sincere appreciation for her leadership and invaluable contribution during her tenure on the Board.

Re-appointment of Director retiring by rotation

To comply with the requirement of the Companies Act,2013 and Articles of Association of the Company, Mr. Junichi Suzuki, Director (DIN: 02628162) shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Brief resume, nature of expertise, disclosure of relationship between Directors inter-se, details of directorship and committee membership held in other companies by Mr. J. Suzuki proposed to be re-appointed alongwith the shareholding in the Company as stipulated in Secretarial Standard 2 and regulation 36 of the Listing Regulations, is appended as an annexure to the notice of ensuing annual general meeting.

Key Managerial Personnel

Mr. S. Rai (DIN 00050950), Managing Director, Mr. Rajeev Sikand, Group Chief Executive Officer , Mr. Vimal Gupta, Group Chief Finance Officer , and Ms. Amruta Joshi, Company Secretary are the Key Managerial Personnel of the Company. Ms. Amruta Joshi resigned as a Company Secretary of the Company with effect from 28 th March, 2025.

COMMITTEES

As required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has constituted various statutory committees. As on 31 st March, 2025, the Board had constituted the following committees:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee,

Risk Management Committee

Stakeholders ' Relationship Committee.

The details on composition of the Board and its Committees, governance of committees including its terms of reference, number of committee meetings held during the finan cial year under review and attendance of its members, are provided in the report on Corporate Governance, which forms part of this Directors' Report.

INDEPENDENT DIRECTORS

Mr. Alfred Heinrich Knecht, Mr. Ajay S. Patil, Ms. Bijal T. Ajinkya and Ms. Sujatha Narayan are the Independent Directors of the Company. Mr. Ajay Nanavati was an Independent Director till 29 th April, 2025 and was appointed as Non-Executive Non-Independent Director effective from 30 th April,2025.

In accordance with the Regulation 25(8) of the SEBI (LODR) Regulations, 2015, all Independent Directors have con firm ed that they are not aware of any circumstances or situation, which exist or may reasonably be anticipated to impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has con firm ed that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (LODR) Regulations, 2015, and that they are independent of the management. In the opinion of the Board, there has been no change in the circumstances, which may affect their status as an Independent Directors of the Company and the Board is s atisfi ed of the integrity, expertise and experience (including pro_ciency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all the Independent Directors on the Board. List of key skills, expertise and core competencies of the Board including the Independent Directors, forms a part of Corporate Governance Report of this Annual Report.

BOARD EVALUATION

The performance evaluation of non-Independent Directors, the Board as a whole and the Chairman of the Board was carried out by the Independent Directors at their separate meeting held on 27 th March, 2025. The Board of Directors reviewed the reports of evaluation received from the Nomination and Remuneration Committee and Independent Directors and also the functioning of the Committees of the Board and carried-out evaluation of the Board as a whole, the Committees of the Board and each Director and found the performance of the Board, the Committees and all the individual Directors to be satisfactory.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis.

NOMINATION AND REMUNERATION POLICY & BOARD DIVERSITY

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee (NRC) is responsible for determining the q ualifi cations, positive attributes and independence of a Director. In line with this requirement, the Board has adopted a policy on nomination, remuneration and Board diversity, which sets out the criteria for determining q ualifi cations, positive attributes and independence of a director. The policy is available on website of the Company at www. Alicongroup.co.in.

NUMBER OF BOARD MEETINGS

TheBoardofDirectorsmet five (5)timesduringtheFinancial Year ended 31 st March,2025 namely on 16 th May 2024, 08 th August, 2024, 14 th November, 2024, 10 th February, 2025 and 28 th March, 2025. A separate meeting of Independent Directors was also held on 27 th March, 2025. The details on attendance of Directors in each Board Meeting and other CommitteeMeetingsareprovidedinCorporateGovernance Report, which forms part of this Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, con firm s that ?€“a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure; b) appropriate accounting policies have been selected and applied consistently and have 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 finan cial year and of the p rofit of the Company for that period; c) proper and su fficien t care has been taken for the 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) the annual accounts have been prepared on a going concern basis; e) proper internal finan cial controls laid down by directors are followed by the Company and that such internal finan cial controls are adequate and were operating effectively; f) proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Information pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure IV and forms an integral part of this Report.

Information under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. The said annexure is available for inspection by the shareholders at the Registered Office of the Company during business hours on the working days of the Company and any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company. The said information is also available on the Company's website at www.alicongroup.co.in.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The shareholders of the Company at their 32 nd AGM held on 27 th September, 2022 had approved the Alicon Castalloy Limited ?€“ Employee Stock Option Scheme-2022 (ESOS-2022). Under the said Scheme, the Board is authorised to offer, issue and provide up to 3,00,000 stock options to the eligible employees of the Company.

The members of the Company by special resolution passed through postal ballot on 25 th June, 2024 had also approved the Alicon Castalloy Limited ?€“ Employees Stock Option Scheme-2023 (ESOS-2023), authorising the Board of Directors to offer, issue and provide up to 3,00,000 stock options to the eligible employees of the Company and its subsidiaries.

The details of the stock options granted under the ESOS-2022 and the disclosures in compliance with the SEBI (Share Based Employee B enefit s and Sweat Equity) Regulations, 2021 ('SEBI SBEB Regulations') are set-out in Annexure V and are available on the Company's website www.alicongroup.co.in.

The Board has not offered or issued any stock options under the ESOS-2023.

Your Company's Secretarial Auditor has c ertifi ed that the ESOS-2022 of the Company has been implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the Members in this regard.

INDUSTRIAL RELATIONS

Industrial relations across all the manufacturing locations of your Company were cordial and very positive through out the finan cial year under review.

In order to develop skills and foster togetherness at the work place, your Company rolled out multiple training and engagement programs covering a wide range of topics such as stress managements, attitude, creativity, team spirit, quality, skill building, safety and environment, customer focus, etc.

STATUTORY AUDITORS' REPORT

According to Board of Directors, there is no adverse remark or emphasis made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/ observation made by the auditors in their report. Hence, no separate explanation is given.

Further, no fraud was reported by the auditors of the Company under Section 143(12) of the Companies Act,2013.

APPOINTMENT OF STATUTORY AUDITOR

M/s. Kirtane & Pandit LLP, Chartered Accountants (ICAI Registration No. 105215W/W100057), were appointed as the Statutory Auditors of the Company for a term of five (5) years to hold office from the conclusion of the 32 nd annual general meeting till the conclusion of 37 th Annual General Meeting to be held in the finan cial year 2026-27.

INTERNAL AUDITORS

M/s. P.G. Bhagwati LLP, Chartered Accountants (Firm Registration No. 101118W/W100682), were the Internal Auditors of the Company for finan cial year 2024-25. The Internal Auditors reports directly to the Audit Committee.

SECRETARIAL AUDIT REPORT

Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary, Mumbai (FCS: 2727, COP 1654, Peer Review No: 1882/2022) for the finan cial year 2024-25. The report on the Secretarial Audit is appended as an Annexure VI to this report. According to the Board of Directors the report does not have any adverse remark.

In accordance with the Regulation 24A of the SEBI (LODR) Regulations, 2015, as amended in 2024, listed entities are required to appoint a peer reviewed Secretarial Auditor for a term of five consecutive years. Such an appointment shall be based on the recommendation of the Audit Committee and approval of the Board of Directors and shall be subject to the approval of members at the Annual General Meeting.

In compliance with the above requirements, the Board of Directors of the Company, at its meeting held on 7 th August, 2025, upon the recommendation of the Audit Committee, approved the appointment of DDB & Co., Practicing Company Secretaries, Mumbai, as the Secretarial Auditor of the Company for a first term of three consecutive finan cial years commencing from FY 2025-26 to FY 2027-28, subject to the approval of the members at the ensuing 35 th Annual General Meeting of the Company. Your Company has received a c ertifi cate from DDB & Co., Practicing Company Secretaries, Mumbai con firm ing their eligibility and consent to act as Secretarial Auditor, if appointed.

COST RECORDS

Maintenance of cost records as s pecifi ed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES

Your Company has embraced the social cause with great fervor. The management of your Company do believe that sustainability is its collective responsibility. Therefore, your Company is closely engaged in various endeavors to serve the communities. The key focus remains on education and community development.

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the Company has a CSR Committee. The Board had reconstructed the said Committee on 28 th March, 2025. Presently, the Committee comprises Ms. Bijal T. Ajinkya, Chairperson, Ms. Pamela Rai and Ms. Sujatha Narayan as Members.

Your Company undertakes majority of its activities relating to corporate social responsibilities through Bansuri Foundation. It also works closely with other trusts and NGOs.

Brief outline on the Corporate Social Responsibility (CSR) Policy of the Company and the initiative undertaken by the Company on CSR activities during the year under review are set out in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed as Annexure VII, which form part of this report. The CSR Policy is hosted on the Company's website www. alicongroup.co.in/wp-content/uploads/2023/03/Alicon-CSR-Policy_V4.pdf.

OTHER STATUTORY DISCLOSURES a) Receipt of Remuneration by Managing Director from Subsidiary Companies:

Mr. S. Rai, Managing Director of the Company, has not received any remuneration from any of its subsidiary companies.

b) Extract of Annual Return

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company has placed a copy of Annual Return in Form MGT-7 on its website www.alicongroup.co.in.

c) Vigil Mechanism

Your Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behaviors, suspected fraud or violation of the Company's 'Code of Conduct'. To this effect, the Board has adopted a 'Whistle Blower Policy (WBP), which is overseen by the Audit Committee. The policy inter-alia provides safeguards against victimization of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns, if any, for review.

The said policy has been uploaded on the website of the Company at URL https://www.alicongroup.co.in/ wp-content/uploads/2018/10/Whistle_Blower_Policy. pdf.

d) Secretarial Standard

The applicable Secretarial Standards, namely, SS1 and SS2, relating to 'Meetings of the Board of Directors and General Meetings' respectively, have been duly complied by your company.

e) Significant and Material Orders Passed by the Regulators or Courts

There was no s ignifi cant and material order passed by the Regulators / Courts / Tribunals, which would impact the going-concern status of the Company and its future operations.

f) Sexual Harassment of Women at Workplace

In compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has duly constituted an internal complaint committee. The Committee has formulated policy to ensure protection to its female employees. During the finan cial year under review, no complaint was received with regard to sexual harassment from any employee of the Company and necessary disclosure for the same has been submitted to the concerned Government departments of the respective locations.

g) UNCLAIMED DIVIDEND

In terms of applicable provisions of the Companies Act, 2013 read with the Investors' Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 unclaimed dividend was transferred by the Company to the Investors'

Education and Protection Fund. Further, the shares pertaining to unclaimed dividend by the shareholders for seven consecutive years or more were transferred to the Demat account of IEPF authority during the year under review.

h) No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Institution.

COMPLIANCE MANAGEMENT

Your Company has in place a comprehensive and robust legal compliance management digital tool, which enables the management to ensure compliance with all applicable laws to the Company. Automated alerts are sent to compliance owners to ensure compliance within the stipulated timelines.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated efforts and commitment of the Company's employees at all levels, whose continued contribution has been instrumental in the Company's performance. Your Directors also wish to record their appreciation for an unstinted support of Enkei Corporation, Japan, our technical collaborators.

Your Directors also thank the customers, supply chain partners, associates, banks and finan cial institutions, governments and regulatory authorities and shareholders for their steadfast support and cooperation.