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

FINANCIAL RESULTS:

(' in Lakhs)

YEAR UNDER RETROSPECT

Standalone

On standalone basis, the total income for the financial
year ended 2024-2025 was ' 152,936 lacs as against
' 139,521 lacs for the financial year 2023-24, showing
an increase of 9%. EBITDA for the year under review
stood at ' 17,909 lacs as against ' 17,364 for the previous
year, showing a marginal improvement. Profit before
Tax was ' 5,095 lacs as against ' 6,088 lacs a year ago, a
decline of 16%. Decline was mainly on account of higher
provisions for depreciation and higher finance cost. Net
worth of the Company improved from ' 51,934 lacs at the
end of the financial year 2023-24 to ' 54,869 lacs as on
31^st March, 2025.

Consolidated

On a consolidated basis, your Company recorded the
higher total income of ' 1,72,379 lacs as against ' 1,56,317
lacs in the last year, an increase by 9%. EBITDA for the
year under review, stood marginally lower at ' 19,789 lacs

as against EBITDA of ' 19,911 lacs for FY 2023-24. Profit
before tax was ' 6,211 lacs as against ' 8,090 lacs a year
ago, a decline of 23%. However, net worth increased to
' 59,327 lacs as at the end of the financial year from
' 55,520 lacs at the end of the previous financial year.

Transfer of General Reserves

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

CAPITAL EXPENDITURE

During the year under review, your Company on a
standalone basis incurred a total capital expenditure of
' 13,350 lacs as against ' 9,631 lakhs in the previous
financial year. This mainly comprises manufacturing
capacity expansion/ bottleneck, regular capital expenditure
at various plant locations, technological advancements
including safety and general maintenance. As on 31^st
March, 2025, the gross value of property, plant, machinery,
equipment, other tangible and intangible assets and
leased assets were ' 94,446 lakhs.

DIVIDEND:

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

ALICON GROUP/ SUSBIDIARY COMPANIES

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

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

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

The Audited Financial Statements including the
Consolidated Financial Statements and the related
information of the Company as well as the separate
financial statements of each of the subsidiaries and

associates, are available on the website of the Company
at https://www.alicongroup.co.in/financial-results/

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

1. Illichmann Castalloy GmbH

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

2. Illichmann Castalloy S.R.O

The Company had recorded a total income of
' 18,64723 lacs in Rupee term for the year ended on
31^st March, 2025 as against ' 16,042.49 lakhs in the
previous year. The Company earned a pre-tax profit
' 1,044.70 lacs for the year as against ' 1,780.74 lacs
a year ago.

3. Illichmann Castalloy GmbH

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

SHARE CAPITAL

The Board of Directors of the Company in its meeting held
on 16^th May, 2024 had allotted 1,50,000 Equity shares of
' 5/- each to its employees, who exercised their rights
under Alicon Castalloy Employees' Stock Options
Scheme - 2022. This has resulted in an increase in issued,
subscribed and paid-up share capital to ' 8,13,09,200/-
divided into 1,62,61,840 Equity Shares of ' 5/- each.

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

Investment in Captive Power

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

Enthused with the initiative of green energy supplies,
your Company also entered into a strategic partnership
with Clean Max Enviro Energy Solutions Private Limited
to set-up a solar energy park with 3.4 MW capacity at

the Company's Binola plant in Haryana. Accordingly,
the investment of Rs.125.40 lacs was made during the
year under review by subscribing 26% of the issued,
subscribed and paid-up capital of Clean Max Uno
Private Limited, a special purpose vehicle (SPV) formed
under the government's captive open access renewable
energy scheme.

PUBLIC DEPOSITS

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

LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS AND POLICY

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

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

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

MATERIAL CHANGES AND COMMITMENT

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

CHANGE IN THE NATURE OF BUSINESS

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

INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has a comprehensive internal control system
to provide reasonable assurance about the achievement

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

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

CREDIT RATING

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

RISK MANAGEMENT

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

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

All the assets of the Company are adequately insured.

CYBER SECURITY

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

CORPORATE GOVERNANCE

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

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY
REPORT

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

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL
Change in Directorate

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

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

Further, based on recommendation of the Nomination
and Remuneration Committee, the Board of Directors at
its meeting held on 10^th February, 2025 had appointed Ms.
Sujatha Narayan (DIN: 02564571) as an Additional Director
- Independent for a first consecutive term of five years,
effective from the same date. Her appointment as an

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

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

Cessation

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

Re-appointment of Director retiring by rotation

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

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

Key Managerial Personnel

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

COMMITTEES

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

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee,

• Risk Management Committee

• Stakeholders' Relationship Committee.

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

INDEPENDENT DIRECTORS

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

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

BOARD EVALUATION

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

NOMINATION AND REMUNERATION POLICY &
BOARD DIVERSITY

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

NUMBER OF BOARD MEETINGS

The Board of Directors met five (5) times during the Financial
Year ended 31^st March,2025 namely on 16^th May 2024, 08^th
August, 2024, 14^th November, 2024, 10^th February, 2025 and
28^th March, 2025. A separate meeting of Independent
Directors was also held on 27^th March, 2025. The details on
attendance of Directors in each Board Meeting and other
Committee Meetings are provided in Corporate Governance
Report, which forms part of this Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge,
confirms that -

a) in the preparation of the accounts the applicable
accounting standards have been followed along with
proper explanations relating to material departure;

b) appropriate accounting policies have been selected
and applied consistently and have made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

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

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

e) proper internal financial controls laid down by
directors are followed by the Company and that such
internal financial controls are adequate and were
operating effectively;

f) proper systems to ensure compliance with the
provisions of all applicable laws and that such
systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

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

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

EMPLOYEES STOCK OPTION SCHEME (ESOS)

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

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

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

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

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

INDUSTRIAL RELATIONS

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

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

STATUTORY AUDITORS' REPORT

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

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

APPOINTMENT OF STATUTORY AUDITOR

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

INTERNAL AUDITORS

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

SECRETARIAL AUDIT REPORT

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

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

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

COST RECORDS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)
POLICY AND INITIATIVES

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

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

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

Brief outline on the Corporate Social Responsibility (CSR)
Policy of the Company and the initiative undertaken by the
Company on CSR activities during the year under review
are set out in the format prescribed under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and is
annexed as Annexure VII, which form part of this report.
The CSR Policy is hosted on the Company's website www.
alicongroup.co.in/wp-content/uploads/2023/03/Alicon-
CSR-Policy V4.pdf.

OTHER STATUTORY DISCLOSURES

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

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

b) Extract of Annual Return

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

c) Vigil Mechanism

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

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

d) Secretarial Standard

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

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

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

f) Sexual Harassment of Women at Workplace

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

g) UNCLAIMED DIVIDEND

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

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

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

COMPLIANCE MANAGEMENT

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

ACKNOWLEDGEMENT

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

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

On behalf of the Board of Directors,

(AJAY NANAVATI)

CHAIRMAN
DIN:02370729

Place: Pune

Date: 7^th August, 2025