Alembic : Annual Report 2024-25

About this update from Alembic Limited

•' C '"g L " e =' e '1Câ years ANNUAL REPORT 2024-25 ALEMBIC LIMITED A LUXURY TOWNSH IP LI KE NO OTHER ALEMBIC CITY VILLAS | TOWNHOUSES | DUPLEXES APARTMENTS WEST Nestled in the western section of Alembic City is the most exquisite and coveted residential neighbourhood in Vadodara. Alembic City West houses a wide range of luxury residences, offering a varied choice for every preference. Contemporary high rise apartments. Luxurious low rise villas and townhouses. Each one is unique, but all come with a breathtaking backdrop of aflourishing green environment. DOO K A H O M E TO DAY Call: +91 7861814727 | https://www.aIembiccity.com | Site: Behind Bhailal Amin General Hospital, Alembic Road, Vadodara 390003 RERA Website - https://guyrera.Gujarat . gon.in Corporate Information ALEMBIC LIMITED Board of Directors Mr. Chirayu Amin Chairman (DIN: 00242549) Mrs. Malika Amin Managing Director & CEO (DIN: 00242613) Mr. Udit Amin Director (DIN: 00244235) Mr. Sameer Khera Independent Director (upto 24 th (DIN: 00009317) Mrs. Rati Desai Independent Director (DIN: 08535681) Mr. Mayank Amin February, 2025) Registered Office Alembic Road, Vadodara - 390 003. CIN: L26100GJ1907PLC000033 Tel : +91 265 6637000 Email Id: [email protected] Website: https://www.alembiclimited.com Statutory Auditors M/s. CNK & Associates LLP Chartered Accountants, Vadodara Internal Auditors M/s. Sharp & Tannan Associates LLP Chartered Accountants, Vadodara Cost Auditors M/s. Santosh Jejurkar & Associates Cost & Management Accountants, Vadodara Independent Director (upto 15 th January, 2025) (DIN: 03455164) Mr. Mayurdhvaj Jadeja (w.e.f. 7 th February, 2025) Independent Director (DIN: 00799518) Mr. Sanjeev Shah (w.e.f. 7 th February, 2025) Independent Director (DIN: 00106702 ) Dr. Girish Hirode Independent Director (DIN: 10145777) Mr. Abhijit Joshi Director (upto 7 th February, 2025) (DIN: 06568584) Mr. Jain Parkash Director (w.e.f. 8 th February, 2025) (DIN:10922687) Chief Financial Officer Mr. Rasesh Shah Company Secretary Mr. Keval Thakkar Secretarial Auditors M/s. Samdani Shah & Kabra Company Secretaries in Practice, Vadodara Bankers Axis Bank Limited HDFC Bank Limited Kotak Mahindra Bank Limited RBL Bank Limited Yes Bank Limited Bank of Baroda Registrar and Share Transfer Agent MUFG Intime India Private Limited "Geetakunj", 1, Bhakti Nagar Society, Behind ABS Tower, Old Padra Road, Vadodara - 390 015, Gujarat. Tel : +91 265 3566768 Email Id: [email protected] Index Page No. Notice 2 Board's Report and Annexures 15 Report on Corporate Governance 33 Business Responsibility & Sustainability Report 49 Standalone Financial Statements 78 Consolidated Financial Statements 133 This report contains forward-looking statements, which may be identified by their use of words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Company's strategy for growth, product development, market position, expenditures and financial/results are forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Company's actual results performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent developments, information or events. Notice is hereby given that the 118 th Annual General Meeting ("AGM") of the Members of Alembic Limited will be held on Tuesday , the 12 th August, 2025 at 4:30 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business: ORDINARY BUSINESS To receive, consider and adopt: the Audited Standalone Financial Statements of the Company for the financial year ended 31 st March, 2025 together with the Reports of the Board of Directors and the Auditors thereon. the Audited Consolidated Financial Statements of the Company for the financial year ended 31 st March, 2025 together with the Report of the Auditors thereon. To declare dividend on equity shares for the financial year 2024-25. To appoint a Director in place of Mr. Chirayu Amin (DIN: 00242549), who retires by rotation and being eligible, offers himself for re-appointment: To consider and if thought fit, to pass, the following Resolution as a Special Resolution: " RESOLVED THAT pursuant to provision of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Chirayu Amin (DIN: 00242549), who has attained the age of 75 years and who retires by rotation at the ensuing Annual General Meeting, being eligible and willing for re-appointment, be and is hereby re-appointed as Director liable to retire by rotation." SPECIAL BUSINESS Payment of commission to Mr. Udit Amin (DIN: 00244235), Non-Executive Director of the Company for the financial year 2024-25: To consider and if thought fit, to pass, the following Resolution as a Special Resolution: " RESOLVED THAT pursuant to the provisions of Regulation 17(6)(ca) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable provisions of the Companies Act, 2013 ("Act") and rules framed thereunder (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto), on the basis of the recommendations of the Nomination and Remuneration Committee and approval of the Audit Committee and the Board of Directors and subject to the maximum remuneration approved by the members at the 115 th Annual General Meeting held on 20 th September, 2022, approval of the members of the Company be and is hereby accorded for payment of commission of ` 300 Lakhs amounting to 1.94% of the net profits of the Company, computed in accordance with the mechanism provided under Section 198 of the Act to Mr. Udit Amin (DIN: 00244235) for the financial year ended 31 st March, 2025, in addition to the sitting fees and reimbursement of expenses being paid for participating in the Board/Committee Meetings of the Company. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts, deeds and things, as may be necessary and expedient to give effect to this resolution." Appointment of Secretarial Auditors of the Company and to fix their remuneration: To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution: " RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules framed thereunder, Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto) and pursuant to the recommendation of the Audit Committee and Board of Directors of the Company, M/s. Samdani Shah & Kabra, Practicing Company Secretaries, Vadodara having Firm Registration No. P2008GJ016300, be and are hereby appointed as the Secretarial Auditors of the Company, for a term of five years, commencing from the financial year 2025-26 till the financial year 2029-30, on such remuneration and terms and conditions as set out in the explanatory statement annexed to this Notice. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all acts, deeds and things, as may be necessary and expedient to give effect to this resolution." Ratification of Remuneration to the Cost Auditors for the financial year 2025-26: To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution: " RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed thereunder (including any statutory modification(s) / amendment(s) / re-enactment(s) thereto), the remuneration payable to M/s. Santosh Jejurkar & Associates, Cost & Management Accountants having Firm Registration No. 102697, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2025-26 amounting to ` 0.50 Lakhs plus applicable tax, travelling and other out-of-pocket expenses incurred by them in connection with the aforesaid audit, be and is hereby ratified and confirmed." NOTES: Pursuant to the General Circular Nos. 14/2020 dated 8 th April, 2020, 17/2020 dated 13 th April, 2020 read with other relevant circulars, including General Circular No. 09/2024 dated 19 th September, 2024 issued by the Ministry of Corporate Affairs in this regard and Section VI - J of Chapter VI of SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11 th November, 2024 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3 rd October, 2024 issued by Securities and Exchange Board of India ("SEBI") (hereinafter collectively referred to as the "Circulars"), Companies are allowed to hold the Annual General Meeting ("AGM") through Video Conferencing ("VC") / Other Audio Video Visual Means ("OAVM"), without the physical presence of the members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company will be held through VC / OAVM. The registered office of the Company shall be deemed to be the venue for the AGM. Since this AGM is being held through VC / OAVM, pursuant to the Circulars, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM. Hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. In compliance with the aforesaid Circulars, Notice of the AGM along with the Annual Report is being sent only through electronic mode to those members whose email addresses are registered with the Company / Depositories. Members may note that the Notice of the AGM and Annual Report will also be available on the Company's website at https://www.alembiclimited.com , website of stock exchanges i.e. BSE Limited at https://www.bseindia.com and National Stock Exchange of India Limited at https://www.nseindia.com and on the website of National Securities Depository Limited ("NSDL") at https://www.evoting.nsdl.com . Further, pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), Company shall send a letter to the Shareholders who have not registered their email addresses, providing the web-link, including the exact path, where complete details of the Annual Report is available. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 ("Act"). An explanatory statement, pursuant to Section 102(1) of the Act relating to business set out under item no. 3 to 6 of the accompanying Notice is annexed hereto. The details of the Director seeking re-appointment at the AGM, pursuant to the provisions of Regulation 36(3) of the SEBI Listing Regulations, 2015, para 1.2.5 of the Secretarial Standards on General Meetings (SS-2) and other applicable provisions are provided in Annexure - A to this Notice and forming part of the Explanatory Statement. All documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the directors are interested maintained under Section 189 of the Act, will be available for inspection, electronically, by the members of the Company. Members seeking to inspect such documents may send a request from their registered E-mail ID mentioning their name, DP ID and Client ID / Folio No., PAN and Mobile No. to the Company at [email protected] . The Company has fixed Tuesday, 5 th August, 2025 as the "record date" for determining the entitlement of the members for the purpose of payment of dividend for the financial year ended 31 st March, 2025, if approved at the AGM. The dividend when sanctioned will be made payable on or from 14 th August, 2025 till the time stipulated under the Act for payment of Dividend, electronically through various online transfer modes to those members who have updated their bank account details. To avoid delay in receiving the dividend, members are requested to update their bank details by following the process mentioned at point no. 11 below. Please note that SEBI has mandated that the security holders holding securities in physical form, whose folio(s) do not have the prescribed KYC, shall be eligible for any dividend payment in respect of such folios, only through electronic mode with effect from 1 st April 2024, only upon furnishing all the mentioned details. Therefore, Members holding shares in physical form are requested to update the prescribed details by completing the appropriate ISR forms with the Company's Registrar & Share Transfer Agent, MUFG Intime India Pvt. Ltd. ("MIIPL" or "RTA") by Thursday, 31 st July, 2025, to ensure timely receipt of dividend. Relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/faqfiles/sep-2024/1727418250017.pdf Process for registration / updation, pertaining to the name, postal address, E-mail address, telephone / mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc.: In case shares are held in physical mode, members are requested to submit their service requests in the formats prescribed under SEBI Master Circular for Registrars to an Issue and Share Transfer Agents bearing no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7th May, 2024. The form(s) are available on the website of the Company at https://alembiclimited.com/index.html #forms and on the website of Company's RTA at https://web.in.mpms.mufg.com/KYC-downloads.html . In case shares are held in demat mode, members are requested to update details with their respective Depository Participants. In accordance with the prevailing provisions of the Income Tax Act, 1961, the Company is required to deduct tax at source (TDS) at the prescribed rates on the dividend paid to its shareholders. The TDS rate would vary depending on the residential status of the shareholder and the documents submitted by them and accepted by the Company. Therefore, the members are requested to update their PAN and upload applicable documents to avoid deduction of tax at higher rate by complying with the process mentioned herein under: Members are requested to visit the website of MIIPL and upload applicable documents such as Form 15G / 15H, documents u/s 196, 197A, FPI Registration Certificate, Tax Residency Certificate, Lower Tax Certificate at https://web.in.mpms.mufg.com/formsreg/submission-of-form-15g-15h.html in order to enable the Company to determine the appropriate TDS / withholding tax rate applicable. As per the provisions of Section 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules, 2016"), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account, shall be transferred to the Investor Education and Protection Fund ("IEPF"), a fund constituted by the Government of India under Section 125 of the Act. Further, in accordance with the provisions of Section 124(6) of the Act and IEPF Rules, 2016, shares on which dividend has not been paid or claimed for seven consecutive years or more, are liable to be transferred to IEPF. Members who have not claimed dividend for previous year(s) are requested to claim the same by approaching the Company or MIIPL. The due dates for transfer of unclaimed / unpaid dividend to IEPF are as under: Date of Declaration of Dividend Dividend for Financial Year Proposed Month and Year of transfer to IEPF 7 th August, 2018 2017-18 September, 2025 27 th September, 2019 2018-19 November, 2026 7 th August, 2020 2019-20 September, 2027 6 th August, 2021 2020-21 September, 2028 20 th September, 2022 2021-22 October, 2029 10 th August, 2023 2022-23 September, 2030 12 th August, 2024 2023-24 September, 2031 All the work related to share registry in terms of both physical and electronic, are being conducted by MIIPL at "Geetakunj", 1, Bhakti Nagar Society, Behind ABS Tower, Old Padra Road, Vadodara - 390 015; Tel: +91 0265 3566768, E-mail ID: [email protected] . The members are requested to send their communication to the aforesaid address. The Company has designated an exclusive E-mail ID: [email protected] for redressal of Shareholders' / Investors' complaints / grievance. In case you have any queries, complaints or grievances, then please write to us at the above mentioned E-mail ID. Members may kindly note that in accordance with SEBI Master Circular for Online Resolution of Disputes in the Indian Securities Market bearing no. SEBI/HO/OIAE/OIAE_IAD-3/P/CIR/2023/195 dated 31st July, 2023 (as amended from time to time), the Company has registered on the SMART ODR Portal (Securities Market Approach for Resolution through Online Disputes Resolution Portal). SEBI has specified that a shareholder shall first take up his / her / their grievance with the listed entity by lodging a complaint directly with the concerned listed entity or its RTA and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he / she / they can initiate dispute resolution through the SMART ODR Portal. This platform aims to enhance investor grievance resolution by providing access to Online Dispute Resolution Institutions for addressing complaints. Members may feel free to utilize this online conciliation and/or arbitration facility, as outlined in the circular, to resolve any outstanding disputes between Members and the Company (including RTA). Members can access the SMART ODR Portal via link: https://smartodr.in/login and the same can be accessed through Company's website at https://www.alembiclimited.com/investor-relation.html . Pursuant to SEBI Master Circular for Registrars to an Issue and Share Transfer Agents bearing no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7th May, 2024, the Company shall issue the securities in dematerialized form only while processing the service request(s) in the form(s) prescribed therein. The form(s) are available on the website of the Company at https://alembiclimited.com/index.html #forms and on the website of MIIPL at https://web.in.mpms.mufg.com/KYC-downloads.html . It may be noted that the service request shall be processed only after the folio is KYC Compliant. Voting through Electronic Means and Declaration of Results: Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, 2015 and in terms of SEBI Master circular no. SEBI/HO/CFD/ PoD2/CIR/P/0155 dated 11 th November, 2024 in relation to e-voting facility provided by Listed Companies, the Company is pleased to provide its members the facility to cast votes electronically viz. "remote e-voting" (e-voting from a place other than venue of the AGM), through the e-voting services provided by NSDL on all the resolutions set forth in this Notice. Mr. Chirayu Amin, Chairman of the Company and in his absence Mrs. Malika Amin, Managing Director & CEO or Mr. Jain Parkash, Director or Mr. Keval Thakkar, Company Secretary, will declare the e-voting results based on the Scrutinizer's Report. The e-voting results along with the Scrutinizer's report will be displayed on the: Notice Board of the Company at its Registered Office; Company's website https://www.alembiclimited.com ; Stock Exchanges' website https://www.bseindia.com & https://www.nseindia.com and NSDL's website https://www.evoting.nsdl.com . The instructions for casting your vote electronically are as under: The remote e-voting period begins on Saturday , the 9 th August, 2025 (9:00 a.m. IST) and ends on Monday , the 11 th August, 2025 (5:00 p.m. IST) . During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 5 th August, 2025 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. The facility for remote e-voting shall also be made available during the AGM. The members attending the AGM, who have not cast their votes through remote e-voting prior to the date of AGM, shall be able to exercise their voting rights during the AGM. The members who have already cast their votes through remote e-voting prior to the date of AGM may attend the meeting but shall not be entitled to cast their votes again during the AGM. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a member of the Company after sending of this Notice and holding shares as on the cut-off date, may obtain the User ID and Password by sending a request at [email protected] . However, if he / she is already registered with NSDL for remote e-voting then he / she can use his / her existing User ID and password to caste the vote. In case of Individual shareholders holding securities in demat mode and who acquires shares of the Company and becomes a member of the Company after sending of this Notice and holding shares as on the cut-off date may follow steps mentioned below under "Login method for remote e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode". A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The details of the process and manner for remote e-voting prior to the date of AGM and during the AGM are as under: Step 1: Access to NSDL e-Voting system: Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode: In terms of SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 th December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their demat account(s) in order to access e-Voting facility. Login method for Individual shareholders holding securities in demat mode is given below: Type of shareholders Login Method Individual Shareholders holding securities in demat mode with NSDL. 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/ evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com . Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member/Creditor' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App " NSDL Speede " facility by scanning the QR code mentioned below for seamless voting experience. Individual Shareholders holding securities in demat mode with CDSL Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e - Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website https://www.cdslindia.com and click on login icon & New System Myeasi Tab and then user may use their existing Myeasi username & password. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website https://www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on https://www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers. Important note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL Login type Helpdesk details Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911 Login Method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode: How to Log-in to NSDL e-Voting website? Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member/Creditor' section. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. Your User ID details are given below: Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12************** then your user ID is 12************** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001*** Password details for shareholders other than Individual shareholders are given below: If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password. How to retrieve your 'initial password'? If your E-mail ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your E-mail ID. Trace the email sent to you from NSDL in your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'. If your E-mail ID is not registered, please follow steps mentioned below in process for those shareholders whose E-mail IDs are not registered. If you are unable to retrieve or have not received the "initial password" or have forgotten your password: Click on " Forgot User Details/Password ?" (If you are holding shares in your demat account with NSDL or CDSL) option available on https://www.evoting.nsdl.com Click on " Physical User Reset Password ?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com . If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name, your registered address and such other documents required by NSDL. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box. Now, you will have to click on "Login" button. After you click on the "Login" button, Home page of e-Voting will open. Step 2: Cast your vote electronically and join virtual meeting on NSDL e-Voting system: How to cast your vote electronically on NSDL e-Voting system? After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status. Select "EVEN 134234" of the Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the AGM. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting". Now you are ready for e-Voting as the Voting page opens. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted. Upon confirmation, the message "Vote cast successfully" will be displayed and you will receive a confirmation by way of a SMS on your registered mobile number from depository. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. General Guidelines for shareholders Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to upload their Board Resolution/ Authority Letter by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab on this screen or send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter authorizing person(s) to vote, through their registered E-mail ID to the Scrutinizer at [email protected] with a copy marked to [email protected] atleast 48 hours before the meeting. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on https://www.evoting.nsdl.com to reset the password. In case of any queries/grievances connected with e-Voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of NSDL at https://www.evoting.nsdl.com or call on 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre: Sr. Manager at [email protected] . Instructions for Members for attending the AGM through VC / OAVM: Members will be able to attend the AGM through VC / OAVM or view the live webcast of the AGM provided by NSDL at https://www.evoting.nsdl.com following the steps mentioned above for access to NSDL e-Voting system. After successful login, you can see link of VC / OAVM placed under Join General Meeting menu against company name. You are requested to click on VC / OAVM link placed under Join General Meeting menu. Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in this Notice. Facility of joining the AGM through VC / OAVM shall open 15 minutes before the time scheduled for the AGM and will be available for members on first come first served basis. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered E-mail ID mentioning their name, DP ID and Client ID / Folio No., PAN, Mobile No. to the Company at [email protected] from 1st August, 2025 to 7th August, 2025. Those Members who have registered themselves as a speaker will only be allowed to express their views / ask questions during the AGM. Further, Members who would like to have their questions / queries responded to during the AGM, are requested to send such questions / queries in advance within the aforesaid date, by following similar process as mentioned above. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM. Members who need assistance before or during the AGM, can contact Ms. Pallavi Mhatre, Senior Manager, NSDL on [email protected] / 022 - 4886 7000. Recommendation to the Members: It is recommended to join the AGM through laptop for better experience. Members are requested to use internet with a good speed to avoid any disturbance during the meeting. Members connecting from mobile devices or tablets or through laptop connecting via mobile hotspot may experience audio / video loss due to fluctuation in their data network. It is therefore recommended to use stable wi-fi or wired connection to mitigate any kind of aforesaid glitches. Alembic Limited By Order of the Board, CIN: L26100GJ1907PLC000033 Reg. Off.: Alembic Road, Vadodara - 390 003 Tel: +91 265 6637000 Keval Thakkar Email ID: [email protected] Company Secretary Website: https://www.alembiclimited.com Date: 13 th May, 2025 Place: Vadodara Explanatory Statement as required under Section 102(1) of the Companies Act, 2013 ("Act") Item No. 3 Pursuant to the provisions of Section 152(6) of the Act, minimum two third of the total number of directors, excluding Independent Director, shall be the directors who are liable to retire by rotation and one third of such directors who are liable to retire by rotation shall retire at every Annual General Meeting ("AGM"). Accordingly, Mr. Chirayu Amin (DIN: 00242549), shall retire by rotation at this AGM and he, being eligible, offers himself for re-appointment. Pursuant to the provisions of Regulation 17(1A) of the SEBI Listing Regulations, 2015, approval of members by way of a special resolution is required for appointing and continuation of directorship of a person who has attained the age of 75 years. Since, Mr. Chirayu Amin has attained the age of 75 years on 4 th December, 2021 and is proposed to be re-appointed by way of rotation, approval of the shareholders by way of special resolution is also sought in terms of Regulation 17(1A) of SEBI Listing Regulations, 2015. Rationale for the recommendation: Mr. Chirayu Amin holds an MBA degree from U.S.A. He has been associated with the Company since 1967. Mr. Chirayu Amin has rich and varied experience in the Industry and has been involved in the operations of the Company for over five decades. Mr. Amin has led the Company through the changing needs of modern-day business while keeping the legacy intact. The Company has achieved stability and growth under his leadership, management and guidance. The Board of Directors recommends the resolution set forth at Item No. 3 of this Notice for your approval. None of the Directors, Key Managerial Personnel and relatives thereof, other than Mr. Chirayu Amin, Mrs. Malika Amin, Mr. Udit Amin, and their relatives are concerned or interested, financially or otherwise in the resolution at Item No. 3 of this Notice. Item No. 4 The Company had obtained approval from its members by way of a special resolution passed at the 115 th AGM held on 20 th September, 2022 enabling the Board of Directors to pay commission of upto 3% of the net profits of the Company, computed in accordance with the mechanism provided under Section 198 of the Act to Mr. Udit Amin (DIN: 00244235), Non-Executive Director for a period of 5 years w.e.f. financial year ending 31 st March 2023 and upto and including the financial year ending 31 st March, 2027. Pursuant to Regulation 17(6)(ca) of the SEBI Listing Regulations, 2015, the Company is also required to obtain approval of shareholders by way of a special resolution, for approving the payment of commission to Mr. Udit Amin for the financial year 2024-25 as the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors. Rationale for the recommendation: Mr. Udit Amin's substantial involvement, expertise and experience across a wide spectrum of functional areas has contributed significantly to the growth of the Company. Under his leadership, the Company has successfully grown the real estate business and stabilized the manufacturing operations of API Business. In order to remunerate Mr. Udit Amin for the responsibilities entrusted upon him, based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee, the Board of Directors of the Company have approved and recommended the payment of commission for the financial year 2024-25 in the manner stated in the resolution. Section 197 of the Act provides that a Non-Executive Director may be paid remuneration in excess of the limits of 1% of the net profits, if the Company by special resolution, authorizes such remuneration. The overall total remuneration payable to the Executive and Non-Executive Directors cumulatively does not exceed the overall ceiling of 11% of the net profits of the Company as laid down under Section 197 of the Act. The Board of Directors recommends the resolution set forth at Item No. 4 of this Notice for your approval. None of the Directors, Key Managerial Personnel and relatives thereof, other than Mr. Chirayu Amin, Mrs. Malika Amin, Mr. Udit Amin and their relatives have any concern or interest, financially or otherwise in the resolution at Item No. 4 of this Notice. Item No. 5 The Board of Directors at its meeting held on 13 th May, 2025, based on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. Samdani Shah & Kabra, Practicing Company Secretaries having Firm Registration No. P2008GJ016300, as the Secretarial Auditors of the Company to hold office for a term of 5 (five) years commencing from financial year 2025-26 till the financial year 2029-30. M/s. Samdani Shah & Kabra, Practicing Company Secretaries have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment, if made, would be within the prescribed limits under the Act and rules framed thereunder and SEBI Listing Regulations, 2015. Pursuant to the provisions of Regulation 24A(1)(1A) of the SEBI Listing Regulations, 2015, M/s. Samdani Shah & Kabra, Practicing Company Secretaries have confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company. Proposed Fee : The proposed fee to the Secretarial Auditors shall be ` 1.00 Lakh plus applicable taxes, travelling and other out-of-pocket expenses incurred by them in connection with the secretarial audit of the Company for the financial year 2025-26 and for subsequent year(s) of their term, such fee as determined by the Board, on recommendation of Audit Committee, from time to time. The proposed fee is based on knowledge, expertise and industry experience possessed by them. The fees for any other professional work including certifications will be in addition to the audit fee as mentioned above and will be decided by the management in consultation with the Auditors. Credentials: M/s. Samdani Shah & Kabra is a firm of Practicing Company Secretaries (Firm Registration No. P2008GJ016300), established in the year 2008, co-founded by Mr. Satyanarain Samdani, a Company Secretary having experience of more than three decades in the field of corporate secretarial and other compliance management services. The firm is primarily engaged in providing Secretarial Audit, Corporate Governance, Compliance Management, Diligence Reports and Assurance services. The firm has good exposure of handling secretarial audits of several listed and large unlisted companies. The Firm holds a valid Peer Review Certificate No. 1079/2021. Rationale for recommendation: The recommendations are based on the fulfilment of the eligibility criteria & qualification prescribed under the Act and rules framed thereunder and SEBI Listing Regulations, 2015 with regard to secretarial audit, experience of the firm, capability, independent assessment, audit experience and also based on the evaluation of the quality of audit work done by them in the past. The Board of Directors recommends the resolution set forth at Item No. 5 of this Notice for your approval. None of the Directors, Key Managerial Personnel and relatives thereof has any concern or interest, financial or otherwise in the resolution at Item No. 5 of this Notice. Item No. 6 In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to get its cost records audited from a qualified Cost Accountant. The Board of Directors at its meeting held on 13 th May, 2025, based on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s. Santosh Jejurkar & Associates, Cost & Management Accountants, to conduct the audit of the cost records of the Company for the financial year 2025-26. In terms of the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditors is required to be ratified by the members of the Company. Accordingly, the members are requested to ratify the remuneration payable to the Cost Auditors of the Company for the financial year 2025-26 as set out in the resolution for aforesaid services to be rendered by them. Rationale for recommendation: The recommendations are based on the fulfilment of the eligibility criteria & qualification prescribed under the Act and rules framed thereunder with regard to cost audit, experience of the firm, capability, independent assessment, audit experience and also based on the evaluation of the quality of audit work done by them in the past. The Board of Directors recommends the resolution set forth at Item No. 6 of this Notice for your approval. None of the Directors, Key Managerial Personnel and relatives thereof has any concern or interest, financially or otherwise in the resolution at Item No. 6 of this Notice. Alembic Limited By Order of the Board, CIN: L26100GJ1907PLC000033 Reg. Off.: Alembic Road, Vadodara - 390 003 Tel: +91 265 6637000 Keval Thakkar Email ID: [email protected] Company Secretary Website: https://www.alembiclimited.com Date: 13 th May, 2025 Place: Vadodara Annexure - A Details of the Director seeking re-appointment at the ensuing AGM pursuant to Regulation 36(3) of the SEBI Listing Regulations, 2015, para 1.2.5 of SS-2 and other applicable provisions are as under: Name of the Director Mr. Chirayu Amin Age 78 Years Qualifications B.Sc. & M.B.A Brief Resume Mr. Chirayu Amin holds a Bachelor's Degree in Science from Maharaja Sayajirao University of Baroda and a Master's Degree in Business Administration from Seton Hall University, New Jersey, United States of America. He has been associated with the Company since 1967. Mr. Chirayu Amin has rich and varied experience in the Industry and has been involved in the operations of the Company for over five decades. The Company has achieved stability and growth under his leadership, management and guidance. Experience Over 58 Years Terms and Conditions of appointment or re-appointment Not Applicable since a Non-executive Director Remuneration last drawn (2024-25) Please refer Report on Corporate Governance forming part of this Annual Report. Nature of expertise in specific functional areas Management & Leadership Date of first appointment on to the Board 20 th August, 1967 Directorship in unlisted companies as on 31 st March, 2025 Shreno Limited Nirayu Limited Name of the listed Entities from which he resigned in the past three years Nil Chairmanship / Membership of Committees of other Board Alembic Pharmaceuticals Limited Chairman of Corporate Social Responsibility Committee Shreno Limited Member of Nomination and Remuneration Committee Chairman of Stakeholders Relationship Committee Chairman of Corporate Social Responsibility Committee Nirayu Limited Chairman of Corporate Social Responsibility Committee For other details such as No. of Shares held in a Company as on the date of this Notice, Relationship with other Directors / Key Managerial Personnel of the Company, No. of Board Meeting(s) attended during the financial year 2024-25 and Directorship in Listed Companies as on 13 th May, 2025, please refer Report on Corporate Governance which is a part of this Annual 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: ( ` In lakhs) Particulars For the Year ended 31 st March, 2025 31 st 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 ` 2.40 /- (i.e.120%) per equity share having face value ` 2/- each for the financial year ended 31 st March, 2025 which is the same as the dividend of ` 2.40/- (i.e.120%) per equity share having face value ` 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, https://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 Company's internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organization's 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 Company's 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: Setting out the objectives of the Policy. Definitions for the purposes of the Policy. Policy for appointment and removal of Director, KMP and Senior Management Personnel. Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees. Remuneration to Non-Executive / Independent. In order to maintain alignment of the policy with our organization's 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 Company's 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 Board's 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 Company's 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 Company's 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 INE426A01027. 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: 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 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 Auditor's Report for financial year 2024-25 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the financial statements in this Annual Report. 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: P2008GJ016300, 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. 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. 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 management's 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: 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. 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. In the opinion of the Board, the Independent Directors appointed during the year are person of integrity and possess expertise, experience and proficiency. The Managing Director of the Company has not received any remuneration or commission from its subsidiary. No fraud has been reported by the Auditors under Section 143(2) of the Act to the Audit Committee or the Board. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. 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. Neither application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016. No settlements have been done with banks or financial institutions. 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: in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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; 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; they have prepared the annual accounts on a going concern basis; 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 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 Chairman DIN: 00242549 Alembic Limited CIN: L26100GJ1907PLC000033 Reg. Off.: Alembic Road, Vadodara - 390 003 Tel: +91 265 6637000 Email ID: [email protected] Website: https://www.alembiclimited.com Date: 13 th May, 2025 Place: Vadodara MANAGEMENT DISCUSSION AND ANALYSIS REPORT Industry Perspective vis-à-vis Company The Company operates primarily in the manufacture of Bulk Drugs and Real Estate Business. Segment-wise Performance, Industry structure and Developments, Outlook and Opportunities & Concerns, Risk and Threat: Bulk Drugs Business: The API manufacturing business continues to navigate significant challenges, including a limited product portfolio, declining selling prices of proprietary API molecules, reduced sales volumes in the low-margin job-work segment, and a constrained customer base. During the year, operations were further impacted by an unforeseen complete breakdown of the gas engine, which is a critical component of the Company's utility infrastructure. While this disruption necessitated depending on higher-cost grid power, the situation was effectively mitigated through an insurance claim, enabling the procurement of a new gas engine. Despite these limitations, the Company's focused efforts have enabled it to sustain operations. However, the long-term outlook for this segment remains uncertain, necessitating continuous strategic evaluation. Real Estate Business: The real estate industry in India experienced robust growth during the fiscal year 2024-25, with Tier II and III cities emerging as significant players in the real estate market, driven by affordability, infrastructure development and urbanization. These cities are increasingly serving as academic, logistics and industrial hubs, creating new housing demands. Enhanced urbanization, coupled with government initiatives around improved logistics is strengthening connectivity between satellite towns and major metropolitan centers, unlocking fresh growth opportunities. As these cities become economic and industrial hubs, there is an increase in demand for not just affordable and mid-segment housing but premium housing as well. Rising disposable incomes and buyers' lifestyle changes have led to a general shift in consumer preferences towards luxury amenities and lifestyle offerings. The Company continues to focus on Vadodara's real estate market. Vadodara, the third largest city in Gujarat, has emerged as a prime real estate destination due to its thriving industrial hubs and affordable property rates. With major infrastructure projects like the Vadodara-Mumbai Expressway and the upcoming Delhi-Mumbai Industrial Corridor (DMIC), the city is attracting homebuyers and investors alike. The growing presence of IT companies and employment hubs further fuels real estate demand, making Vadodara a lucrative option for property buyers. The commercial real estate market in Tier II and III cities, particularly Vadodara, is on an upward trajectory. Factors such as affordability, infrastructural improvements, and a burgeoning startup culture are driving this growth. As businesses continue to adapt to new work models and seek cost-effective solutions, the demand for office spaces in these regions will likely increase significantly over the next few years. Your Company has made decent progress on its various projects. VEDA-II, one of the Company's gated community project achieved completion in the first quarter of FY 2025. The Company's upscale premium residential projects, Townhouse24 also achieved 100% sales during the year. Other premium projects like The Villas and The Gardens witnessed decent demand. The Company also launched another housing project with 3BHK and 4BHK configurations called The Park Crescent and is witnessing good interest from home buyers. The Company remains steadfast in its commitment to further strengthen its commercial portfolio. During the year, the Company started work on a new commercial office building to cater to the leasing market. While the building is expected to achieve completion towards the second half of the next financial year, about more than 50% of the leasable area has been pre-leased to marquee clients. Your Company is also actively developing mixed-use projects that incorporate high street retail, food courts, restaurants and entertainment zones. The Company's growing leasing portfolio not only strengthens recurring revenue streams but also enhances asset utilization, ensuring sustainable growth in the years ahead. The Alembic City campus and Alembic Art District continue to be prime attractions in the city, effectively engaging their target audience. During the year, the Company has actively organized events during festivals such as Diwali and New Year, along with distinctive initiatives like exhibitions for promotion of Arts curated by budding artists and the Organic & Sustainable Bazaar. These initiatives have garnered significant interest and footfall, further enhancing the vibrancy of the campus while reinforcing the Company's market presence. This success reflects the Company's expertise in creating dynamic and aesthetically appealing spaces. By maintaining an unwavering focus on delivering high-quality residential projects that cater to evolving consumer preferences, the Company has strengthened its position as a trusted developer. Additionally, it has built a well-diversified leasing portfolio and successfully developed mixed-use assets, further reinforcing its market standing. This unwavering commitment to excellence and strategic growth has not only bolstered its reputation as a niche developer but has also contributed to enhancing the legacy of the Alembic brand in the real estate sector. As urbanization trends continue to evolve, the Company is well-positioned to capitalize on emerging opportunities, reinforcing its market leadership and commitment to excellence. Finance: The gross revenue of the Company was ` 21,435.79 Lakhs for the year under review as compared to ` 15,225.00 Lakhs for the previous year ended 31 st March, 2024. The Company registered a net profit of ` 14,194.71 Lakhs as compared to net profit of ` 9,288.80 Lakhs for the previous year ended 31 st March, 2024. Key Financial Ratios: Key financial ratios are provided in the Notes to Standalone Financial Statements at Note no. 36(U), with the reasons for major variations, if any. Internal Control Systems and Adequacy: The Company maintains a system of well-established policies and procedures for internal control of operations and activities. The Company has appointed Internal Auditors for the Bulk Drugs division and Real Estate Division to ensure proper system of Internal Control and its adequacy. Further, the real estate business has concurrent auditors for joint measurement verifications and quality audit. The reports of Internal Auditors are presented on regular basis before the Audit Committee and their recommendations are implemented. Human Resource Intervention: The Company has optimized its workforce structure to achieve ideal operational efficiency. While we had introduced work from home options for eligible roles in the previous years, this year, we enhanced our approach by implementing new policies designed to increase employee flexibility and improve organizational agility. As a further commitment to measuring and improving our workplace culture, we participated in the internationally recognized Gallup Survey for the second year in a row. The assessments consistently show positive outcomes, demonstrating management's commitment to fostering engagement. Health, Safety, Security and Environment: Health, Safety, Security and Environment is always looked at with its due seriousness along with our business activities and all employees are adequately trained for taking up their individual job accountability. Alembic's operations are well-resourced & they comply with the stringent & new norms of Health, Safety, Security and Environment. Safety audits are carried out regularly by independent government approved consultants for the regular operations and the newly introduced plastic, e-waste, bio wastes categories as well. Environmental audits and hazop-studies were also carried out and the statutory reports of our compliances are submitted to regulators periodically for their review and inputs. Efforts are made at all levels to conserve energy and resources. For and on behalf of the Board of Directors, Chirayu Amin Chairman DIN: 00242549 Date: 13 th May, 2025 Place: Vadodara Annual Report on CSR Activities for the financial year ended 31 st March, 2025 Brief outline on CSR Policy of the Company: The Company's CSR Policy is in adherence to the provisions of Section 135 of the Act read with rules framed thereunder and provides for carrying out CSR activities in the area of Education, Healthcare including preventive healthcare, Rural Development, Sanitation, etc. either directly by the Company or through 'Non-Profit Organisations', viz. Alembic CSR Foundation, Bhailal Amin General Hospital, Rural Development Society, Uday Education Society and others or by way of contribution to Central / State Government Relief Funds. Composition of CSR Committee: Sl. No. Name of Director Designation in the CSR Committee Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year 1. Mrs. Malika Amin Chairperson Managing Director & CEO 4 4 2. Mr. Sameer Khera # Member Non-Executive Independent Director 4 4 3. Mr. Mayank Amin & Member Non-Executive Independent Director 4 3 4. Mr. Mayurdhvaj Jadeja * Member Non-Executive Independent Director N.A. N.A. 5 Mrs. Rati Desai * Member Non-Executive Independent Director N.A. N.A. # upto 24 th February, 2025 & upto 15 th January, 2025 * w.e.f. 25 th February, 2025. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company: https://www.alembiclimited.com/ #CSR Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable (a) Average net profit of the Company as per sub-section (5) of section 135: ` 3086.80 Lakhs Two percent of average net profit of the Company as per sub-section (5) of section 135: ` 61.74 Lakhs Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil Amount required to be set off for the financial year, if any: Nil Total CSR obligation for the financial year [(b)+(c)-(d)]: ` 61.74 Lakhs (a) Amount spent on CSR Projects (Both Ongoing and other than ongoing Projects): ` 61.74 Lakhs Amount spent in Administrative Overheads (including capital assets for administrative purpose): Nil Amount spent on Impact Assessment, if applicable: Nil Total amount spent for the Financial Year [(a)+(b)+(c)]: ` 61.74 Lakhs CSR amount spent or unspent for the financial year: Total Amount Spent for the Financial Year ( ` in Lakhs) Amount Unspent ( ` in Lakhs) Total Amount transferred to Unspent CSR Account as per subsection (6) of section 135 Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135 Amount Date of transfer Name of the Fund Amount Date of transfer 61.74 Nil - - Nil - Excess amount for set off, if any: Sl. No. Particular Amount ( ` in Lakhs) (i) Two percent of average net profit of the company as per section 135(5) 61.74 (ii) Total amount spent for the Financial Year 61.74 (iii) Excess amount spent for the financial year [(ii)-(i)] - (iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any - (v) Amount available for set off in succeeding financial years [(iii)-(iv)] - Details of Unspent CSR amount for the preceding three financial years: Not Applicable Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year: No. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable For and on behalf of the Committee and the Board of Directors, Date: 13 th May, 2025 Place: Vadodara Malika Amin Managing Director & CEO and Chairperson - CSR Committee DIN: 00242613 Chirayu Amin Chairman DIN: 00242549 FORM NO. AOC -2 Annexure C (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014). Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto. Details of contracts or arrangements or transactions not at Arm's length basis: Not Applicable Details of material contracts or arrangements or transactions at Arm's length basis. Name of Related Party and nature of relationship Nature of contract / arrangement / transaction Amount Paid as Advance, If any as on 31 st March, 2025 Duration of contract / arrangement / transaction Salient terms of the contracts or arrangements Or transactions including the value, if any Date (s) of Approval by the Board, If any Alembic Pharmaceuticals Limited (APL) - Associate Company Nil 5 years from the conclusion of the 116 th AGM till the conclusion of 121 st AGM. Not Applicable Transactions to be carried out on arms-length basis. Maximum aggregate value of the transactions: ` 65 Cr. p.a. Details of the transactions carried out during the year are provided at note no. 36(D) to the Standalone Financial Statements Not Applicable Audit Committee and Board of Directors: 12 th May, 2023. Members' approval: 10 th August, 2023. Shreno Limited - Other Related Parties Nil Ongoing and as per approval till the conclusion of the 117 th AGM. Transactions to be carried out on arms-length basis. Maximum aggregate value of the transactions: ` 30 Cr. p.a. Details of the transactions carried out during the year are provided at note no. 36(D) to the Standalone Financial Statements Audit Committee and Board of Directors: 12 th May, 2023. Members' approval: 10 th August, 2023. Nil Transactions to be carried out on arms-length basis. Maximum aggregate value of the transactions: Audit Committee and Board of Directors: 13 th May, 2024. Members' approval: 25 th June, 2024. Alembic City Limited - Wholly-owned Subsidiary Nil Ongoing up to the validity of lease deeds entered for the respective property. Transactions to be carried out on arms-length basis. Details of the transactions carried out during the year are provided at note no. 36(D) to the Standalone Financial Statements Not Applicable Supply of various goods; Purchase of various goods including active pharmaceutical ingredients ('API'), excipients and spent solvents; Providing job work and other services; Framework agreement for providing various premises on Leave and License / Lease basis; Reimbursement of expenses; Receipt of dividend from investment in securities of APL Buying or selling or leasing of immovable property; Entering into agreements for Transfer of Development Rights / Floor Space Index (FSI); Entering into Agreements for joint development of projects on revenue sharing / area sharing / profit sharing basis; Granting of loans, advances and providing guarantee in relation to the above (b) & (c); Entering into Project Management Consultancy Agreements; Availing or rendering of services; Reimbursement of expenses Framework agreement for utilization of FSI with Shreno Limited for project at Vadodara; Incurring and Reimbursement of expenses One Time Approval 5 years w.e.f 25 th June, 2024 base consideration of ` 65.45 Cr. ` 10 Cr. p.a. Details of the transactions carried out during the year are provided at note no. 36(D) to the Standalone Financial Statements Leasing of various commercial properties; Reimbursement of Expenses paid and received For and on behalf of the Board of Directors, Chirayu Amin Date: 13 th May, 2025 Chairman Place: Vadodara DIN: 00242549 The Members, Alembic Limited Alembic Road, Vadodara - 390 003, Gujarat, India. Secretarial Audit Report For the Financial Year ended March 31, 2025 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Alembic Limited ("Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of the Company's Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that, in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2025 ("review period"), complied with the statutory provisions listed hereunder and also that the Company has proper Board-Processes and Compliance-Mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company for the review period, according to the provisions of: The Companies Act, 2013 ("Act") and the rules made thereunder; The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder; The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India ("SEBI") Act, 1992: - SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; However, there were no actions / events pursuant to these regulations, hence not applicable. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; SEBI (Buy-back of Securities) Regulations, 2018; However, there were no actions / events pursuant to these regulations, hence not applicable. SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; However, there were no actions / events pursuant to these regulations, hence not applicable. SEBI (Prohibition of Insider Trading) Regulations, 2015; SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Act and dealing with client; SEBI (Delisting of Equity Shares) Regulations, 2021; However, there were no actions / events pursuant to these regulations, hence not applicable; SEBI (Depositories and Participants) Regulations, 2018; SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021; However, there were no actions / events pursuant to these regulations, hence not applicable; SEBI (Debenture Trustees) Regulations, 1993; However, there were no actions / events pursuant to these regulations, hence not applicable. Other sector specific laws as follows: The Drugs and Cosmetics Act, 1940 and Rules made thereunder; The Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954 and the rules made thereunder; The Drugs (Prices Control) Order, 2013 and Notifications made thereunder; The Food Safety and Standards Act, 2006 and The Food Safety and Standards Rules, 2011; The Narcotic Drugs and Psychotropic Substances Act, 1985 and the rules made thereunder; The Building and other construction workers (RE & COS) Act, 1996 The Real Estate (Regulation and Development) Act, 2016. We have also examined compliance with the applicable clauses / regulations of the following: - Secretarial Standards issued by The Institute of Company Secretaries of India; and Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the review period, the Company has complied with the provisions of the applicable Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above. We further report that; The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors during the review period were carried out in compliance with the provisions of the Act; Adequate notice is given to all the Directors to schedule the Board Meetings, Agenda and detailed Notes on Agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the Agenda items before the meeting and for meaningful participation at the meeting; As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded; There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with all the applicable Laws, Rules, Regulations and Guidelines; During the review period, there were no specific instances / actions in the Company in pursuance of the above referred Laws, Rules, Regulations, Guidelines, Standards etc. having major bearing on the Company's affairs. S. Samdani Partner Samdani Shah & Kabra Company Secretaries FCS No. 3677 | CP No. 2863 ICSI Peer Review # 1079/2021 ICSI Unique Code: P2008GJ016300 ICSI UDIN: F003677G000333336 Place: Vadodara | Date: May 13, 2025 This Report is to be read with our letter of even date which is annexed as Appendix A and forms an integral part of this report. Appendix A The Members, Alembic Limited Alembic Road, Vadodara - 390 003, Gujarat, India. Our Secretarial Audit Report of even date is to be read along with this letter, that: Maintenance of secretarial records and compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the management of the Company. Our examination was limited to the verification and audit of procedures and records on test basis. Our responsibility is to express an opinion on these secretarial records and compliances based on such verification and audit. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records and we believe that the processes and practices we followed provide a reasonable basis for our opinion. Wherever required, we have obtained the management representation about the Compliance of Laws, Rules and Regulations, happening of events, etc. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the Company's affairs. S. Samdani Partner Samdani Shah & Kabra Company Secretaries FCS No. 3677 | CP No. 2863 ICSI Peer Review # 1079/2021 ICSI Unique Code: P2008GJ016300 ICSI UDIN: F003677G000333336 Place: Vadodara | Date: May 13, 2025 The Members, Alembic City Limited Alembic Road, Baroda - 390003, Gujarat, India. Secretarial Audit Report for the Financial Year ended March 31, 2025 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Alembic City Limited ("Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of the Company's Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on March 31, 2025, ("review period") complied with the statutory provisions listed hereunder and also that the Company has proper Board-Processes and Compliance-Mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the Company's Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company for the review period, according to the provisions of: The Companies Act, 2013 ("Act") and the Rules made thereunder; Securities Contracts (Regulation) Act, 1956 and the rules made thereunder; Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India ("SEBI") Act, 1992 SEBI (Depositories and Participants) Regulations, 2018, to the extent applicable; SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealing with client, to the extent applicable; The other Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992, are not applicable to the Company being an Unlisted Public Company. Other sector specific laws as follows: The Real Estate (Regulation and Development) Act, 2016. We have also examined compliance with all the applicable clauses / regulations of the following: - Secretarial Standards ("Standards") issued by The Institute of Company Secretaries of India, and Being an Unlisted Public Company, Clauses / Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. During the review period, the Company has complied with the provisions of the applicable Acts, Rules, Regulations, Guidelines, etc. as mentioned above, and is generally compliant with the clauses of Secretarial Standards.

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