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:

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,
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.

^0 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.

^0 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.

^2) 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

^0 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.

19 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:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP
and Senior Management Personnel.

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

5) Remuneration to Non-Executive / Independent.

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

© 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

© 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

@ Corporate Governance Report:

The Report on Corporate Governance as stipulated under
Regulation 34 read with Schedule V of the SEBI Listing
Regulations, 2015 forms part of this Annual Report.

The certificate from M/s. Samdani Shah & Kabra, Practicing
Company Secretaries required as per the aforesaid Schedule
V confirming compliance with the conditions of Corporate
Governance as stipulated under the SEBI Listing Regulations,
2015 is annexed to the Report on Corporate Governance.

19 Business Responsibility & Sustainability Report:

The Business Responsibility & Sustainability Report as
required under Regulation 34(2)(f) of the SEBI Listing
Regulations, 2015, forms part of this Annual Report.

(20 Listing of shares:

The equity shares of the Company are listed on BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE)
with Stock Code 506235 and security ID / symbol of
ALEMBICLTD respectively. The ISIN for equity shares is
INE426A0I027.

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

($1 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.

(2$ Auditors:

(a) Statutory Auditors:

In compliance with the provisions of Section 139 of
the Act read with Companies (Audit and Auditors)
Rules, 2014, M/s. CNK & Associates LLP Chartered
Accountants, having Firm Registration No. I0I96W/W-
100036 were appointed as Statutory Auditors of the
Company by the Members at their 115^th AGM held on
22^nd September, 2022 to hold office for a second term
of five (5) years i.e. till the conclusion of 120^th AGM for
the financial year ended 2026-27.

The 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.

(b) Secretarial Auditors:

The Board of Directors had appointed M/s. Samdani
Shah & Kabra, Practising Company Secretaries, to
conduct Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report of M/s. Samdani
Shah & Kabra, Practising Company Secretaries for
the financial year ended 2024-25, is annexed as
Annexure D. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

In accordance with the provisions of Regulation 24A
of SEBI Listing Regulations, 2015, M/s. Samdani Shah
& Kabra, Practising Company Secretaries, Vadodara
were appointed by the Board of Directors of Alembic
City Limited (“ACL”), material unlisted Indian subsidiary
to conduct its Secretarial Audit. The Secretarial
Audit Report issued by them for ACL is annexed as
Annexure E to this Report. The said Secretarial Audit
Report does not contain any qualification, reservation
or adverse remark.

During the year under review, the Company has
complied with all the applicable provisions of the
Secretarial Standards as prescribed by the Institute of
Company Secretaries of India.

The Audit Committee and the Board of Directors at
their respective meetings held on 13^th May, 2025,

subject to the approval of members, recommended the
appointment of M/s. Samdani Shah & Kabra, Practicing
Company Secretaries having Firm Registration Number:
P2008GJ0I6300, Vadodara, as the Secretarial Auditors
of the Company for the term of five years commencing
from financial year 2025-26 till financial year 2029-30.

(c) Cost Auditors:

The provisions of Section 148(1) of the Act with regard
to maintenance of cost records are applicable to the
Company and the Company has made and maintained
the cost records as specified therein.

The Board of Directors appointed M/s. Santosh Jejurkar
& Associates, Cost & Management Accountants as
Cost Auditors for conducting audit of the cost accounts
maintained by the Company for the financial year 2025-26.

(d) Internal Auditors:

The Board of Directors appointed M/s. Sharp & Tannan
Associates, Chartered Accountants as Internal Auditors
of the Company for the financial year 2025-26.

(23 Risk Management:

The Company has constituted a Risk Management Committee
and formulated a Risk Management Policy which functions
as a guiding tool in fulfilling the 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 I34(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 I34(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts) Rules,
2014, is annexed herewith as Annexure F.

(27 Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed herewith as
Annexure G.

A statement showing the names and particulars of the
employees falling within the purview of rule 5(2) of the
aforesaid Rules are provided in the Annual Report. The
Annual Report is being sent to the members of the Company
excluding the aforesaid information. The said information
is available for inspection at the Registered Office of the
Company during working hours and the same will be
furnished on request in writing to the members.

(28 Other Disclosures:

(a) During the year under review, the Company has not
accepted any deposits covered under Chapter V of the
Act. Therefore, requirement of disclosure of details
relating to deposits as per Section 134(3)(q) of the Act
read with rules made thereunder is not applicable.

(b) The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.

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

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

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

(f) No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in
future.

(g) The Company has in place a policy on prevention of
Sexual Harassment in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
has constituted the Internal Complaints Committee
to redress complaints received regarding sexual
harassment. During the year, no complaint was received
by the Company.

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

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

29. Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Act, the Board of Directors,

to the best of its knowledge and ability, confirm that:

(a) in preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any;

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

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

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

(e) they have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and operating effectively; and

(f) they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

For and on behalf of the Board of Directors,

Chirayu Amin

Chairman
DIN:00242549

Alembic Limited

CIN: L26I00GJI907PLC000033

Reg. Off.: Alembic Road, Vadodara - 390 003

Tel: 91 265 6637000

Email ID: alembic.investors@alembic.co.in

Website: www.alembiclimited.com

Date: 13^th May, 2025
Place: Vadodara