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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 24th (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 15th January, 2025) (DIN: 03455164)

Mr. Mayurdhvaj Jadeja (w.e.f. 7th February, 2025)

Independent Director (DIN: 00799518)

Mr. Sanjeev Shah (w.e.f. 7th February, 2025)

Independent Director (DIN: 00106702 )

Dr. Girish Hirode Independent Director (DIN: 10145777)

Mr. Abhijit Joshi

Director (upto 7th February, 2025) (DIN: 06568584)

Mr. Jain Parkash

Director (w.e.f. 8th 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]

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 118th Annual General Meeting ("AGM") of the Members of Alembic Limited will be held on Tuesday, the 12th 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 consider and if thought fit, to pass, the following Resolution as an

" 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:

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

Email ID: [email protected] Company Secretary

Website: https://www.alembiclimited.com

Date: 13th 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 4th 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 115th AGM held on 20th 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 31st March 2023 and upto and including the financial year ending 31st 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 13th 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.

: 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 13th 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

Email ID: [email protected] Company Secretary

Website: https://www.alembiclimited.com

Date: 13th 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:

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 13th 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 118th Annual Report together with the Audited Financial Statements for the financial year

ended on 31st March, 2025.

1

Operations and State of Affairs of the Company:

(` In lakhs)

Break-up of segment wise standalone revenue is as under:

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 13th May, 2025 have recommended Dividend of ` 2.40 /- (i.e.120%) per equity share having face value ` 2/- each for the financial year ended 31st 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 31st 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. 7th February, 2025 and Mr. Jain Parkash (DIN: 10922687) as a Non-Executive Non-Independent Director of the Company w.e.f. 8th 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. 13th August, 2024.

Mr. Mayank Amin (DIN: 03455164), Independent Director ceased to be a director due to his sudden and sad demise on 16th January, 2025. Mr. Sameer Khera (DIN: 00009317), Independent Director of the Company retired on completion of his second term effective from 24th 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. 8th 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 31st 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 31st 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:

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:

institutions.

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: 13th May, 2025 Place: Vadodara

Annual Report on CSR Activities for the financial year ended 31st March, 2025

For and on behalf of the Committee and the Board of Directors,

Date: 13th 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.

1. Purchase of various goods including active pharmaceutical ingredients ('API'), excipients and spent solvents;

2. Providing job work and other services;

3. Framework agreement for providing various premises on Leave and License / Lease basis;

4. Reimbursement of expenses;

5. Receipt of dividend from investment in securities of APL

1. Buying or selling or leasing of immovable property;

2. Entering into agreements for Transfer of Development Rights / Floor Space Index (FSI);

3. Entering into Agreements for joint development of projects on revenue sharing / area sharing / profit sharing basis;

4. Granting of loans, advances and providing guarantee in relation to the above (b) & (c);

5. Entering into Project Management Consultancy Agreements;

6. Availing or rendering of services;

7. Reimbursement of expenses

1. Framework agreement for utilization of FSI with Shreno Limited for project at Vadodara;

2. Incurring and Reimbursement of expenses

1. One Time Approval

2. 5 years w.e.f 25th June, 2024

1. base consideration of ` 65.45 Cr.

2. ` 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

1. Leasing of various commercial properties;

2. Reimbursement of Expenses paid and received

For and on behalf of the Board of Directors,

Date: 13th May, 2025 Chairman

Place: Vadodara DIN: 00242549

The Members, Alembic Road, Vadodara - 390 003, Gujarat, India.

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 ("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:

1. The Companies Act, 2013 ("Act") and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. 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;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India ("SEBI") Act, 1992: -

   1. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018; However, there were no actions / events pursuant to these regulations, hence not applicable.

   2. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

   3. SEBI (Buy-back of Securities) Regulations, 2018; However, there were no actions / events pursuant to these regulations, hence not applicable.

   4. SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; However, there were no actions / events pursuant

      to these regulations, hence not applicable.

   5. SEBI (Prohibition of Insider Trading) Regulations, 2015;

   6. SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Act and dealing with client;

   7. SEBI (Delisting of Equity Shares) Regulations, 2021; However, there were no actions / events pursuant to these regulations, hence not applicable;

   8. SEBI (Depositories and Participants) Regulations, 2018;

   9. SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021; However, there were no actions / events pursuant to these regulations, hence not applicable;

   10. SEBI (Debenture Trustees) Regulations, 1993; However, there were no actions / events pursuant to these regulations, hence not applicable.

6. Other sector specific laws as follows:

1. The Drugs and Cosmetics Act, 1940 and Rules made thereunder;

2. The Drugs and Magic Remedies (Objectionable Advertisement) Act, 1954 and the rules made thereunder;

3. The Drugs (Prices Control) Order, 2013 and Notifications made thereunder;

4. The Food Safety and Standards Act, 2006 and The Food Safety and Standards Rules, 2011;

5. The Narcotic Drugs and Psychotropic Substances Act, 1985 and the rules made thereunder;

6. The Building and other construction workers (RE & COS) Act, 1996

7. The Real Estate (Regulation and Development) Act, 2016.

We have also examined compliance with the applicable clauses / regulations of the following: -

1. Secretarial Standards issued by The Institute of Company Secretaries of India; and

2. 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;

   1. 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;

   2. 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;

   3. 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;

   4. 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;

   5. 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 Road, Vadodara - 390 003, Gujarat, India.

Our Secretarial Audit Report of even date is to be read along with this letter, that:

1. 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.

2. 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.

3. Wherever required, we have obtained the management representation about the Compliance of Laws, Rules and Regulations, happening of events, etc.

4. 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 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 ("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:

1. The Companies Act, 2013 ("Act") and the Rules made thereunder;

2. Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;

3. Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. 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;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India ("SEBI") Act, 1992

   1. SEBI (Depositories and Participants) Regulations, 2018, to the extent applicable;

   2. SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Act and dealing with client, to the extent applicable;

   3. 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.

6. Other sector specific laws as follows:

   1. The Real Estate (Regulation and Development) Act, 2016.

We have also examined compliance with all the applicable clauses / regulations of the following: -

1. Secretarial Standards ("Standards") issued by The Institute of Company Secretaries of India, and

2. 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.