The Board of Directors are pleased to present the 34th Annual Report on business and operations of your Company along with the audited statements of accounts for the financial year ended March 31,2024.

FINANCIAL RESULTS:

(' in Lakhs)

PERFORMANCE OF THE COMPANY

On standalone basis, the total income for the financial year under review was ' 139,522 Lakhs as against ' 126,196 Lakhs in the previous year, an increase by 11%. The profit before tax was ' 6,089 Lakhs as against profit of ' 5,237 in the previous year, an increase by 16%. EBIDTA for the year under review was ' 9,926 Lakhs.

On a consolidated basis, the total income for the year under review was ' 156,318 Lakhs as against ' 140,466 Lakhs in the last year, an increase by 11%. Profit before tax was ' 8,089 Lakhs as against ' 6,212 Lakhs for the previous year, an increase by 30%.

The Board of Directors do not propose to transfer any amount to general reserves.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis on the working of the Company and also 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.

CAPITAL EXPENDITURE

During the year under review, the Company on a standalone basis incurred a total capital expenditure of ' 9,514.19 Lakhs as against ' 8,144.18 Lakhs in the previous financial year. This mainly comprises of manufacturing capacity expansion/bottleneck, regular capital expenditure at various plant locations, technological advancements including safety and general maintenance. As on March 31, 2024, the gross value of property, plant, machinery, equipment, other tangible and intangible assets and leased assets was ' 86,523.50 Lakhs.

DIVIDEND:

Your Directors in its meeting held on May 16, 2024 had declared and paid an interim dividend of ' 3.00 per share (60%) for the Financial Year 2023-24. Your Directors are pleased to recommend a final dividend of 4.50 per share (90%) for the year. The final dividend for the year ended March 31,2024 is subject to approval of the Members at the Annual General Meeting on September 27, 2024. The total dividend for the Financial Year 2023-24, if final dividend is declared by the Members, will be ' 7.50 per share

i.e. 150%.

As per the Income Tax Act, 1961, Dividends paid by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company do make the payment of the dividend from time to time after deduction of tax at source.

The Board of Directors has adopted the Dividend Distribution Policy in terms of the requirements of the Listing Regulations. The policy is available on website of the Company at https://www.alicongroup.co.in/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf.

SHARE CAPITAL

During the Financial Year 2023-24, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company. As on March 31, 2024, the issued, subscribed and paid-up share capital of the Company was ' 8,05,59,200/- divided into 1,61,11,840 Equity Shares of ' 5/- each.

The Board of Directors of the Company allotted 1,50,000 Equity shares of ' 5/- each on May 16, 2024 to its employees, who exercised their rights under Alicon Castalloy Employees' Stock Options Scheme - 2022. This resulted in increase in 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.

ALICON GROUP/SUSBIDIARY COMPANIES

Your Company has three overseas subsidiary companies, namely Alicon Holding GmbH, Illichmann Castalloy GmbH, Illichmann Castalloy S.R.O. A list of these subsidiaries is provided as part of the notes to consolidated financial statement.

In accordance with the Regulation 16( 1 )(c) of the SEBI (LODR) Regulations, your Company has one material subsidiary namely, Illichmann Castalloy S.R.O., Slovakia.

Your Company has adopted a policy on determination of material subsidiaries in line with Listing Regulations. The Policy aims to provide governance framework for such material subsidiary(ies). The Policy may be accessed at Policy on Determination of Material Subsidiary.pdf (alicongroup.co.in)

A statement containing the performance and financial position of each of the subsidiaries in Form AOC-1 is annexed as Annexure I and forms part of this report.

The financial performance of the subsidiary companies for the Financial Year 2023-24 is provided below:

1. INichmann Castalloy GmbH

The Company achieved total income of ' 5,173.99 lakhs in Rupee term for the year ended on March 31, 2024 as against ' 7,759.28 lakhs in the previous year

and earned a pre-tax profit ' 218.96 lakhs for the year as against ' 438.78 lakhs a year ago.

2. Illichmann Castalloy S.R.O.

The Company had recorded a total income of ' 16,042.49 lakhs in Rupee term for the year ended on March 31, 2024 as against ' 13,014.42 lakhs in the previous year. The Company earned a pre-tax profit ' 1,780.74 lakhs for the year as against ' 534.36 lakhs a year ago.

3. Illichmann Holding GmbH

During the year under review the Company had no income.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements (CFS) are prepared in accordance with the Indian Accounting Standard (IND AS) based on the financial statements of the subsidiary companies. The said consolidated accounts together with the Auditors' Report forms part of this report and accounts.

The audited financial statements including the CFS and related information of the Company and separate financial statements of each of the subsidiary companies are available on the Company's website at https://www. alicongroup.co.in/financial-results/

MERGER, ACQUISITION AND DIVESTMENT

During the year under review, the Company has entered into a strategic partnership with Radiance Renewables Private Limited to set-up a solar energy park with 2 MW capacity at Shikrapur location. This will help the Company in its journey towards Net Zero commitment. The Board at its meeting held on November 6, 2023 approved an equity investment of upto 10.40% in Radiance MH Sunrise Eight Private Limited, a special purpose vehicle (SPV) incorporated by Radiance Renewables Private Limited, a leading global alternative asset manager with one of the largest renewable power platforms. The SPV is formed under the government's Captive Open Access Renewable Energy Scheme. This is seen as a transformative partnership that aligns with environmental and economic sustainability and will help stakeholders across the value chain. As on the date of this annual report, the Company has completed the acquisition of 10.40% of equity share capital of SPV.

Further, the Company has entered into a strategic partnership with M/s CleanMax Enviro Energy Solutions Private Limited to set-up a solar energy park with 3.4 MW capacity at Binola location. The Board at its meeting held on November 6, 2023 approved an equity investment of upto 26% in Clean Max Uno Private Limited, a subsidiary of M/s CleanMax Enviro Energy Solutions Private Limited. The SPV is 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 and guarantees given or securities provided 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 entered by the Company with Related Parties were in ordinary course of business and at arm's length basis. All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company.

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 into by the Company were in ordinary course of business and on arm's-length basis, Form AOC-2 is not applicable to the Company.

There was no materially significant related party transaction entered into by the Company with Promoters, Directors or Key Managerial Personnel or their relatives, which may have a potential conflict in the interest of the Company at large.

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 2023-24 and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in business of the Company during the financial year ended March 31, 2024.

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.

CREDIT RATING

Your Company has been rated by CRISIL Limited ("CRISIL") for its Banking facilities. CRISIL has retained the Company's rating to CRISIL A positive from earlier CRISILA/Stable for long term facilities and have re-affirmed the highest credit rating - CRISIL A1 for short term credit facilities.

RISK MANAGEMENT

The Board has constituted Risk Management Committee comprising of Mr. Ajay Nanavati, Mrs. Veena Mankar, Directors, and Mr. Vishnu Patel, Senior Vice-President. The Charter of the Committee is to assist the Board in fulfilling its oversight responsibilities of reviewing the existing Risk Management Policy, risk management framework, Risk Management Structure and Risk Management System.

The Board of Directors in its meeting held on March 26, 2024 re-constituted the Risk Management Committee comprising of Mr. Jitendra Panjabi, Mr. Ajay Nanavati and Mrs. Veena Mankar with effect from 1st April 2024.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to Corporate Governance guidelines as laid out in the SEBI Listing Regulations. All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct as adopted by the Company.

The annual report of the Company contains a certificate by the Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel.

A separate report on Corporate Governance is annexed to this Report as Annexure II.

The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance as required under SEBI Listing Regulations. The Certificate in this regard is annexed to this Report.

The Chief Executive Officer and Chief Financial Officer certification as required under the SEBI Listing Regulations is annexed to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainibility Report, describing the initiatives taken by the Company

from environmental, social and governance perspective, is annexed to this Report as Annexure III.

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. under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed separately as an Annexure VIII.

SECRETARIAL STANDARDS

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

DIRECTORS & KEY MANAGERIAL PERSONNEL Change in Directorate

Consequent upon expiry of their tenure, Mr. A.D. Harolikar (DIN: 00239460) and Mr. Vinay Panjabi (DIN: 00053380) ceased to be Independent Directors with effect from close of business hours on March 31, 2024. Mr. A.D. Harolikar was associated with your Company since 1995 when the Company went public. Mr. Vinay Panjabi was associated with your Company since April, 2005. The Board places on record its appreciation for leadership and invaluable contribution made by Mr. A.D. Harolikar and Mr. Vinay Panjabi, whose extensive knowledge and entrepreneurial experience played an important role in the Company's transformation journey.

The Board of Directors in its meeting held on March 26, 2024 based on the recommendation of the Nomination and Remuneration Committee approved the appointment of Mr. Jitendra Panjabi (DIN: 01259252) as an Additional Director. The appointment of Mr. Jitendra Panjabi was made by shareholders of the Company through postal ballot process.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on August 08, 2024 appointed Mr. Alfred Knecht (DIN: 10617020) as Additional Director - Independent Director for a term of 5 (five) consecutive years with effect from August 08, 2024. He will vacate the office at ensuing 34th Annual General Meeting and his appointment is proposed to be made by members of the Company.

To comply with the requirement of the Companies Act,2013 and Articles of Association of the Company, Mrs. Pamela Rai, Director (DIN: 00050999) shall retire by rotation at the forthcoming Annual General Meeting and being eligible has offered herself 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 of the Directors proposed to be appointed/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. During the year, Ms. Veena Vaidya resigned as the Company Secretary and Ms. Amruta Joshi succeeded as Company Secretary of the Company with effect from November 6, 2023.

Appointment of Chairman

The Board of Directors at their meeting held on March 26, 2024, appointed Mr. Ajay Nanavati (DIN: 02370729), Independent Director, as the Chairman of the Board and the Company with immediate effect upto the conclusion of his second term of appointment on 29th April 2025, in place of Mr. S. Rai (DIN: 00050950), who relinquish his office as the Chairman.

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

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

DECLARATION BY INDEPENDENT DIRECTORS

In compliance with the provisions of Section 149 (6) of the Companies Act, 2013 requisite declarations have been received from the Independent Directors regarding meeting the criteria of Independence.

In the opinion of the Board, all Independent Directors possess required qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgement and without any external influence. 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.

NUMBER OF BOARD MEETINGS

The Board of Directors met five (5) times during the financial year ended March 31, 2024, namely on May 16, 2023, July 25, 2023, November 06, 2023, February 09, 2024 and March 26 2024. A separate meeting of Independent Directors was also held on March 07 2024. The details on attendance of Directors in each Board Meeting and other Committee Meetings of Board of Directors are provided in Corporate Governance Report, which forms part of this Directors' Report.

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.

COMMITTEES

During the financial year, the Company had five Committees, namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and 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.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

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 March 7, 2024. 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.

PARTICULARS OF EMPLOYEES

Information on Particulars of Employees 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 forms an integral part of this Report and is annexed as an Annexure V. The statement containing particulars of employees' remuneration as required under the provisions of Section 197 (12) of the Act and the Rule 5(2) and 5(3) of the Rules is available on the Company's website.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

The shareholders of the Company at their 32nd AGM held on September 27, 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 upto 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 June 25, 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 upto 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 IX 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 the 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.

NOMINATION AND REMUNERATION POLICY

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 Company's Policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters is annexed to this Report as an Annexure IV.

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.

STATUTORY AUDITOR 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 32nd annual general meeting till the conclusion of 37th Annual General Meeting to be held in the Financial Year 2026-27.

INTERNAL AUDITORS

M/s. Phoenix Consulting Group, Chartered Accountants, were the Internal Auditors of the Company for Financial Year 2023-24. The Internal Auditors report directly to the Audit Committee.

On the recommendation of the Audit Committee, the Board of Directors in its meeting held on May 16, 2024 appointed M/s. P.G. Bhagwat LLP, Chartered Accountants, as Internal Auditors for an initial period of three (3) consecutive financial years.

SECRETARIAL AUDIT REPORT

Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary, Mumbai, for the Financial Year 2023-24. 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.

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 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.

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 in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed as Annexure VII to this report. The CSR Policy is hosted on the Company's website www.alicongroup.co.in/ Investors/Corporate Social Responsibility.pdf.

EXTRACT OF ANNUAL RETURN

Pursuant to 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.

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.

UNCLAIMED DIVIDEND

In terms of applicable provisions of the Companies Act,2013 read with the Investors' Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 unclaimed dividend was transferred by the Company to the Investors' Education and Protection Fund. Further, the shares pertaining to unclaimed dividend by the shareholders for seven consecutive years or more were transferred to the Demat account of IEPF authority during the year under review.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behaviours, 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 interalia 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/Investors/ Corporate Governance/Whistle Blower Policy.pdf .

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.

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.

ACKNOWLEDGEMENT

The Directors thank the customers, supply chain partners, employees at all levels, financial institutions, banks, regulatory authorities and all other stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for an unstinted support of Enkei Corporation, Japan, out technical collaborators. Directors are thankful to all the shareholders of the Company for their confidence reposed in the management of the Company.

On behalf of the Board of Directors,

(AJAY NANAVATI)

CHAIRMAN DIN:02370729

Place: Pune Date: August 8, 2024