Directors Report of Alicon Castalloy Ltd.

Mar 31, 2025

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)

Particulars	Standalone		Consolidated
	2024-25 |	2023-24	2024-25	2023-24
Revenue from operations (Net)	1,52,588	1,39,231	1,72,036	1,55,937
Other Income	348	290	343	380
Total Income	1,52,936	1,39,521	1,72,379	1,56,317
Earnings before interest, tax, depreciation, and amortization (EBITDA)	17,909	17,364	19,790	19,911
Less: Depreciation and amortization expense	8,645	7,440	9,127	7,752
Earnings before interest and tax (EBIT)	9,264	9,925	10,663	12,158
Less: Finance costs	4,169	3,836	4,452	4,069
Profit/ (loss) before tax (PBT)	5,095	6,088	6,211	8,090
Less: Tax expense	1,301	1,506	1,605	1,953
Profit/ (loss) after tax (PAT)	3,794	4,583	4,606	6,137
Other comprehensive income/ (loss), Net of Tax	(93)	(50)	(32)	247
Total comprehensive income/(loss), Net of Tax	3,702	4,533	4,574	6,384
Earnings per share (In '')
Basic	23.36	28.44	28.36	38.09
Diluted	23.17	28.05	28.12	37.76

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

---

Mar 31, 2024

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)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations (Net)	139,232	125854	155,938	140116
Other Income	290	342	380	350
Total Income	139,522	126196	156,318	140466
Earnings before interest, tax, depreciation, and amortization (EBITDA)	17366	14345	19911	15692
Less: Depreciation and amortization expense	7,440	6097	7,753	6356
Earnings before interest and tax (EBIT)	9926	8248	12158	9336
Less: Finance costs	3,837	3011	4,069	3124
Profit/(loss) before tax (PBT)	6,089	5237	8,089	6212
Less: Tax expense	1,506	814	1,953	1070
Profit/(loss) after tax (PAT)	4,583	4423	6,135	5142
Other comprehensive income/(loss), Net of Tax	(51)	20	249	(11)
Total comprehensive income/(loss), Net of Tax	4,533	4443	6,384	5131
Earnings per share (In '')
Basic	28.44	2746	38.09	31.92
Diluted	28.05	2746	3776	31.92

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

---

Mar 31, 2023

Your Directors have pleasure in presenting their 33^rd Annual Report on business and operations of your Company along with the audited statements of accounts for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS:

('' in Lacs)

Particulars	Standalone Consolidated
	2022-23 2021-22 2022-23 2021-22
Revenue from operations (Net)	1,25,854	95,748	1,40,116	1,07,806
Other Income	342	322	350	332
Total Income	1,26,196	96,070	1,40,466	1,08,138
Earnings before interest, tax, depreciation, and amortization (EBITDA)	14,345	9,334	15,692	11,580
Less: Depreciation and amortization expense	6,097	5,022	6,356	5,309
Earnings before interest and tax (EBIT)	8,248	4,312	9,336	6,271
Less: Finance costs	3,011	2,948	3,124	3,012
Profit/(loss) before tax (PBT)	5,237	1,364	6,212	3,259
Less: Tax expense	813	445	1,070	841
Profit/ (loss) after tax (PAT)	4,424	919	5,142	2,418
Other comprehensive income/ (loss), Net of Tax	20	34	(12)	(74)
Total comprehensive income/ (loss), Net of Tax	4,444	953	5,130	2,344
Earnings per share (In '')
Basic	27.46	5.96	31.92	15.68
Diluted	27.46	5.90	31.92	15.54

PERFORMANCE OF THE COMPANY

On standalone basis, the total income for the financial year ended on March 31, 2023 was '' 1,26,196 lacs as against '' 96,070 lacs in the previous financial year. The profit before tax was also higher at '' 5,237 lacs as against '' 1,364 lacs a year ago. EBIDTA for the year under review was '' 14,345 lacs.

On consolidated basis also the performance was commendable. The total income for the year under review was '' 1,40,466 lacs as against '' 1,08,138 lacs in the last year. Profit before tax was '' 6,212 lacs as against '' 3,259 lacs a year ago.

As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report provided in initial part of this report. The state of affairs of the business along with the financial and operations developments has been discussed in detail in the said report.

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

DIVIDEND:

Your Directors in its meeting held on May 16, 2023 had declared an interim dividend of '' 2.50 per share (50%) for the financial year 2022-23. Your Directors are pleased to recommend final dividend of '' 3.75 per share for the year. The final dividend for the year ended March 31, 2023 is subject to approval of the Members at the Annual General Meeting on September 20, 2023. The total dividend for the financial year 2022-23, if final dividend is declared by the Members, will be '' 6.25 per share i.e. 125%.

The Board of Directors of your Company has approved the Dividend Policy and the same is available on the Company''s webiste https://www.alicongroup.co.in/wp-content/uploads/2021/06/Dividend-Distribution-Policy.pdf

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as on 31st March 2023 was at '' 8,05,59,200/-divided into 1,61,11,840 Equity Shares of '' 5/- each. There was no change in capital structure during the year under review.

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

CAPITAL EXPENDITURE

The Company incurred a total capital expenditure of '' 8,284 lacs during the financial year 2022-23. As on March 31, 2023, the gross block comprising of property, plant, machinery, equipment, other tangible and intangible assets and leased assets were '' 81,286 lacs,

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,

CONSOLIDATED FINANCIAL STATEMENTS AND ACCOUNTS

Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standard (IND AS) based on the financial statements of the subsidiary companies namely, Alicon Holding GmbH, Illichmann Castalloy S.R.O. and Illichman Castlaloy GmbH, The said consolidated accounts form part of this report and accounts,

SUBSIDIARY COMPANIES:

Alicon Holding GmbH is a 100% subsidiary of your Company, who holds 100% capital of Illichmann Castalloy S.R.O,, who in turn holds 100% capital of Illichman Castalloy GmbH, In accordance with the Regulation 16(1)(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Illichman Castlloy S,R,O, is material subsidiary of your Company,

The Board of Directors of your Company has adopted a policy on determination of material subsidiaries in line with Listing Regulations and it is available on the Company''s https://www.alicongroup.co.in/wp-content/ uploads/2022/11/Policy on determination of Material Subsidiarv.pdf. The Policy provides governance

framework for such material subsidiary,

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,

PARTICULARS OF 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

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a policy on Related Party Transactions (RPT), All contracts/ arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arm''s length basis and in accordance with the Policy on RPT All transactions with related parties were reviewed and approved by the Audit Committee on quarterly basis besides omnibus approval for transactions, which are of repetitive nature and/or entered in the ordinary course of business and are at arm''s length,

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 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 2022-23 and the date of this report,

CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of business of the Company during the financial 2022-23,

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 upgraded the Company''s rating to CRISIL A positive from earlier

CRISIL A Stable for long term facilities and have reaffirmed 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, 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.

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 (BRSR)

A report on Business Responsibility and Sustainability Reporting (BRSR), describing the initiative taken by your Company from an Environmental, Social and Governance (ESG) responsibility given in Annexure III.

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.

SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied by your company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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 forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

Information and brief profile of Directors seeking reappointment is provided in the separate annexure to the Notice, convening 33rd annual general meeting. This annexure forms part of this Annual Report.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

Mr. S. Rai is the Managing Director, Mr. Rajeev Sikand is Chief Executive Officer, Mr. Vimal Gupta is the Chief Finance Officer and Mrs. Veena Vaidya is the Company Secretary.

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.

NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD

The Board of Directors met 7(seven) times during the FinancialYear under review, namely on April 08, 2022, May 16, 2022, August 11, 2022, September 01, 2022, November 14, 2022, February 10, 2023 and March 27, 2023. A separate meeting of Independent Directors was also held on March 10, 2023. The details on attendance of Directors in each Board Meetings and other Committee Meetings of Board of Directors are provided in Corporate Governance Report, which forms part of this Directors'' Report.

AUDIT COMMITTEE & COMPOSITION

The composition of the Audit Committee is in terms of requirements of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the audit committee are included in the

Corporate Governance Report, which forms part of this report,

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,

PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees, individual Directors, Managing Director and the Chairman has to be made, All Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual Directors, MD and the Chairman,

The Board Performance Evaluation inputs including areas of improvement for the Directors, Board processes and related issues for enhanced Board effectiveness were discussed by the Directors in their meeting,

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm 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,

PARTICULARS OF EMPLOYEES

The disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and rules made thereunder is enclosed as Annexure V, which forms a part of this Report, The information relating to top ten employees in terms of remuneration and employees, who were in receipt of remuneration of not less than '' 1,02 crores during the year or '' 8.50 lakhs per month during any part of the year form a part of this report and will be provided to any Shareholder on a written request to the Company Secretary, In terms of Section 136 of the Act, the said report will be available for inspection of the Members at the registered office of the Company during the business hours on all working days of the Company upto the date of Annual General Meeting and through electronic mode,

EMPLOYEES STOCK OPTION SCHEME (ESOS)

Disclosure as required under Regulations 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available in the Notes to the financial statements of the Company, The said disclosure forming part of the financial statements can also be accessed on your Company''s website www.alicongroup.co.in. During the year, there was no change in Employees Stock Option Scheme,

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''S 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,

STATUTORY AUDITOR''S

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 32nd Annual General Meeting to be held in the financial year 2026-27.

SECRETARIAL AUDIT REPORT

Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary, Mumbai, for the financial year 2022-23. 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.

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.

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 Non Government organizations (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 .

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.

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.

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.

ACKNOWLEDGEMENT

The Directors express their appreciation for the contribution made by the employees to the significant improvement in the operations of the Company and for the support received from all other stakeholders including customers, suppliers, business partners and the Government. The Board and the Management of your Company are indeed appreciative of the substantial support being received from Enkei Corporation, Japan.

On behalf of the Board of Directors,

(S. Rai)

Chairman & Managing Director DIN : 00050950

Place: Pune Date: July 25, 2023

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Mar 31, 2019

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report on business and operations of your Company along with the audited financial statements for the financial year ended March 31, 2019.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

(Rs. in lakhs)

	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Revenue from operations (Net)	107,370	92,864	118,160	101,349
Other Income	982	857	1,045	947
Total Income	108,352	93,721	119,205	102,296
Earnings before interest, tax, depreciation and amortization (EBITDA)	14,188	11,160	14,961	11,765
Less: Depreciation and amortization expense	3,528	2,990	3,808	3,221
Earnings before interest and tax (EBIT)	10,660	8,170	11,153	8,544
Less: Finance costs	3,376	2,880	3,534	2,987
Profit/ (loss) before tax (PBT)	7,284	5,289	7,619	5,557
Less: Tax expense	2,265	1,672	2,324	1,689
Profit/ (loss) after tax (PAT)	5,019	3,617	5,295	3,868
Other comprehensive income/ (loss), Net of Tax	(60)	50	(10)	54
Total comprehensive income/(loss), Net of Tax Earnings per share(In Rs.)	4,959	3,667	5,285	3,922
Basic	37.26	27.61	39.31	29.52
Diluted	36.08	26.64	38.06	28.49

COMPANY PERFORMANCE

Your directors are glad to report that your Company delivered a record performance for the financial year 2018 - 2019, despite a challenging environment for the Automobile Industry.

On standalone basis, the Company registered a growth of 16% in revenue whereas pre-tax profit improved by 38% compared to previous year. The total revenue from operations including other income was Rs. 108,352 lakhs for the financial year ended 31st March, 2019 as against Rs. 93,721 lakhs in the financial year 2017-2018. Profit before Tax (PBT) for the financial year under review stood at Rs. 7,284 lakhs as against Rs. 5,289 lakhs a year ago.

On consolidated basis also both revenue and pre-tax profit showed a remarkable improvement. Total revenue including other income for the year under review was Rs. 119,205 lakhs as against Rs. 102,296 lakhs in the previous financial year, a growth of 17% on a year-on-year basis. Profit before Tax (PBT) was Rs. 7,619 lakhs as against Rs. 5,557 lakhs a year ago, a jump of 37%.

GLOBAL BUSINESS

Company’s revenue from Global Business delivered a robust growth of 26% to Rs. 23,710 lakhs in the financial year 2018 -2019 as compared to Rs. 18,766 lakhs in 2017-2018. Global business constitutes 20% of the total revenue, which is in line with the Company’s stated objective.

DIVIDEND

The Board of Directors in its meeting held on February 06, 2019 had declared an interim dividend of Rs. 2/- per Equity Share of Rs. 5/- each. Considering the improved financial results, your Directors are pleased to recommend a final dividend of Rs. 5/- per Equity Share of Rs. 5/- each, which is subject to the approval of the Members at the ensuing Annual General Meeting.Thus, the total dividend for the financial year under review will be Rs. 7/- per shares i.e. 140 % as against 125% (Rs. 6.25/- per share) paid in the previous year.

During the year under review the total cash outflow on account of dividend will be Rs. 1,013.72 lakhs including dividend distribution tax.

SHARE CAPITAL

On November 11, 2018, 270,000 and on December 21, 2018, 4,611 equity shares of Rs. 5/- each were allotted to the employees of the Company on their exercise of Options granted to them under Employee Stock Options Scheme. Consequently, the issued and paid-up share capital of the Company as on March 31 2019 stood at Rs. 68,200,605 divided into 13,640,121 equity shares of Rs. 5/- each.

The Company has not issued any Equity shares with differential voting rights. Hence, no information as required under Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished. The Company has only one class of Equity Shares with face value of Rs. 5/- each ranking pari-passu.

CONSOLIDATED FINANCIAL STATEMENTS AND SUBSIDIARIES

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

SUBSIDIARY COMPANIES

Your Company has three foreign subsidiaries viz. Alicon Holding GmbH, Illichmann Castalloy S.R.O. and Illichmann Castalloy GmbH. Alicon Holding GmbH is a 100% subsidiary of your Company, who in turn holds 100% capital of Illichmann Castalloy S.R.O. Illichmann Castalloy GmbH is a 100% subsidiary of Illichmann Castalloy S.R.O. Pursuant to the provisions of Section 136 of the Act, the Consolidated Financial Statements along with relevant documents and separate audited financial statements in respect of Subsidiaries are available on the website of the Company.

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.

STATE OF THE COMPANY’S AFFAIRS

Alicon is one of the largest integrated manufacturers of Aluminum castings. The Company is a pioneer in low-pressure die-casting technology and gravity die-casting technology in the domestic markets.

Your Company provides end-to-end casting solutions to a diversified base of clients within and outside India, catering to various sectors such as automobile, infrastructure, aerospace, energy, agriculture, defense.

Our robust and innovative product pipeline is delivered from our state-of-the-art manufacturing facilities located in Shikrapur and Chinchwad in Pune, Maharashtra and Binola, Haryana, in India. In addition, through our Subsidiary, Illichmann Castalloy we are present in Europe.

We have developed foundries at strategic locations close to key markets, enabling increased speed-to-market and better cost efficiencies. We enjoy long-standing relationships with major local and international OEMs including leading two wheeler OEMs, four-wheeler OEMs, as well as several tier-I and other non-auto brands. With our key customers, we have created a strong and differentiated position as an integrated solution provider.

Your Company Offers Design, Engineering, Casting, Machining and Assembly, Painting and Surface Treatment of Aluminum Components. We are proud to operate one of the largest Aluminum foundries in India. We are leaders in the development of Pro-Cast and Magma space in India.

NEW EXPANSION AND FUTURE OUTLOOK

Management of your Company continue to focus on new product lines to address the ever-evolving needs of customers. In the medium-term to longer-term, your Company continue to implement our business strategy across our operational models, augmenting solid gains in the business. Your Company is fully geared up its position to capitalize on the enormous growth potential across the customer industries.

In the financial year 2018-2019, the Company has added two new Export Customers TitanX and UQM. First container was supplied to TitanX by end of December, 2018 and a few more business opportunities are expected with this customer. UQM is from e-mobility. Now, the Company is exclusively working on this sector because that could be the next future for our industry.

During the year under review, the Company spent Rs. 8,162.02 lakhs towards Capex.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report which forms part of this Directors’ Report.

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 2018-19 and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended March 31, 2019.

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.

Risk Management Policy: The Company has adopted an Enterprise Risk Management policy and established a risk management framework with an objective of timely identification, mitigation and control of the risks, which may threaten the existence of the Company.

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 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.

RELATED PARTY TRANSACTION AND POLICY:

All contracts/arrangements/transactions entered into the Company with Related Parties were in ordinary course of business and on 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.

The Company has formulated a policy on Related Party Transactions, which is available on the Company’s website at www.alicongroup.co.in. There was no materially significant Related Party Transaction entered into by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict in the interest of the Company, at large.

WHISTLE Blower POLICY AND VIGIL MECHANISM

Your Company is committed to conduct its business in accordance with the highest standard of business ethics, openness, probity, accountability and seriously takes any unethical or unlawful conduct by any of its Stakeholders. To that end, any concern related to malpractice or impropriety is treated by the Alicon with utmost seriousness. The Whistle-blower Policy enables Stakeholders associated with your Company to voice their genuine concerns in a responsible and effective manner.

The Company has adopted a Whistle Blower Policy to deal with instances of fraud and misconduct. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company www.alicongroup.co.in.

SECRETARIAL STANDARDS

The Board of Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board in its meeting held on February 06, 2019, had recommended to re-appoint Mr. A.D. Harolikar (DIN: 00239460) and Mr. Vinay Panjabi (DIN: 00053380) as Independent Directors of the Company for the further period of five (5) years w.e.f. April 01, 2019. The Company is seeking approval of Members by way of Special Resolutions through Postal Ballot in this regard.

Mr. J. Suzuki (DIN:02628162) shall retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. Information and brief profile of Mr. J. Suzuki is provided in the Corporate Governance Report, which forms part of this Annual Report. Further, the business item relating to the Re-appointment of the above Director has been included in the Notice of the AGM.

Mrs. Swapnal Patane joined the Company as Company Secretary with effect from March 11, 2019. She is Associate Member of the Institute of Company Secretaries of India and holds Bachelor Degree of Commerce. She has 8 years of experience in Legal field, Corporate Laws and Secretarial practices.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and SEBI Listing Regulations Mr. S. Rai is the Managing Director, Mr. Rajeev Sikand is Chief Executive Officer, Mr. Vimal Gupta is the Chief Finance Officer and Mrs. Swapnal Patane is the Company Secretary of the Company.

STATEMENT ON DECLARATION GIVEN 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.

NUMBER OF BOARD MEETINGS AND COMMITTEES OF BOARD

The Board of Directors met five (5) times during the Financial Year. The details on attendance of Directors in each Board Meetings and other Committee Meetings of Board of Directors are provided in Corporate Governance Report, which forms part of the Directors’ Report.

AUDIT COMMITTEE & COMPOSITION

The composition of the Audit Committee is in terms of requirements of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details pertaining to the audit committee are included in the Corporate Governance Report, which forms part of this report.

THE 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 Annexure III.

PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

In accordance with applicable provisions of the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the evaluation of the Board as a whole, Committees and all the Directors was conducted, as per the internally designed evaluation process approved by the Board.

DIRECTORS’ Responsibility STATEMENT

Pursuant to Section 134(5) 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.

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 the same is annexed to this report as Annexure IV.

The information required pursuant to section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the Members at the registered Office of the Company during business hours on working days up to the date of ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, whereupon a copy would be sent.

EMPLOYEES STOCK OPTION SCHEME (ESOS) Disclosure as required under Section 62(1 )(b) of the Companies Act,2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules and Regulations 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure V to this report. The certificate from the statutory auditors of the Company stating that Alicon Castalloy Ltd. - Employees Stock Option Scheme, 2015 and Alicon Castalloy Ltd. - Employees Stock Option Scheme, 2017 have been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 are also appended thereto.

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

M/s. Kirtane & Pandit LLP, Chartered Accountants (ICAI Registration No. 105215W/W100057), were appointed as the Statutory Auditors of the company to hold the office for a term of five (5) years from the conclusion of the 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2022.

Pursuant to the notification issued by the Ministry of Corporate Affairs on 7th May, 2018, the mandatory requirement of ratification of appointment of the Statutory Auditors in every Annual General Meeting has been omitted. Hence, ratification of appointment of M/s. Kirtane & Pandit LLP, Chartered Accountant, in ensuing AGM is not proposed.

According to Board of Directors, there is no adverse remark 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.

SECRETARIAL AUDIT REPORT

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary, Mumbai for the financial year 2018-19. The report on the Secretarial Audit is appended as Annexure VI to this report. According to the Board of Directors the report does not have any adverse remark calling for an explanation.

COST RECORDS

As per the Board of Directors of the Company, 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 and accordingly such accounts and records are not maintained.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

There was no frauds which was reported by Auditors for the year under review.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is placed on the Website of the Company www. alicongroup.co.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND INITIATIVES

At Alicon, we believe that sustainability is our collective responsibility. This is why we are closely engaged in various endeavors to serve our communities, our country and the environment.It is this inherent quality that prompted us to initiate our CSR and Rural Outreach programmes in 2007, seven years before it was made mandatory by law in India.

We sincerely believe that a holistic approach to sustainability, paired with positive action, has the power to transform the individual, the country and the world. The Bansuri Foundation, through which we conduct a majority of our corporate social responsibility (CSR) activities, works closely with other trusts and NGOs to create new stories of change. We also work independently with other NGOs like Social Venture Partners to fulfill our societal goals.

Alicon’s CSR programme focuses on rural development, education, health & sanitation. We also encourage our employees to initiate projects within their own communities.

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 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 websitewww.alicongroup.co.in.

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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of section 186 of Companies Act, 2013 are given in the Notes to financial statements.

ENVIRONMENT HEALTH & SAFETY

To ensure long-term environmental sustainability, Alicon has pioneered several green initiatives. Across all our facilities, we have implemented a range of activities to control our carbon footprint and continuously seek new ways to work towards our mission of sustainability. Here are a few highlights from our Environmental Program:

- Modifying LPDC machines and switching to LED lights to help save thousands of kilowatts of energy each day

- Installing rooftop solar technology to power plants

- Ensuring a year-on-year reduction in Greenhouse gas emissions

- Sourcing locally and eliminating packaging waste

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

Disclosure of information regarding Conservation of Energy, Research & 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 .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order is 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 accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted the “Prevention of Sexual Harassment at Workplace Policy” and constituted an Internal Complaints Committee (ICC) for prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the related aspects.

The Committee meets as and when required. However minimum one meeting is ensured during the Financial Year to discuss strengthening safety of employees at workplace and also to resolve/address related issues, if any reported during the year.

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.

ACKNOWLEDGEMENT

Your Directors wish to thank Enkei Corporation, Japan, our technical collaborator, for their valued support and guidance for development of new parts.Your Directors also take this opportunity to thank all the customers, vendors, bankers and other business associates for their continued support. Your Directors also thank all the employees for their commitment, hard work and contribution to the Company’s excellent performance. Your Directors are thankful to all the Shareholders of the Company for their unstinted support and confidence reposed in the Management of the Company.

On behalf of the Board of Directors,

S. Rai A.D. Harolikar

Managing Director Director

DIN: 00050950 DIN: 00239460

Place: Shikrapur, Pune

Date: April 19, 2019

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Mar 31, 2018

The Directors are pleased to present their Twenty-eighth Annual Report together with the audited Statements of Accounts for the year ended March 31, 2018.

FINANCIAL AND OPERATIONAL highlights

(Rs. in Lakhs)

	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Gross Sales	95,295	80,496	103,780	86,549
Net Sales/Income from Operations	92,864	71,110	101,349	77,163
Other Income	857	368	947	374
Profit before Depreciation, Interest and Tax	11,159	8,441	11,764	8,884
Less: Depreciation and Amortisation Expenses	2,990	2,500	3,221	2,729
Less: Finance Costs	2,880	2,544	2,986	2,607
Profit before Tax	5,289	3,397	5,556	3,547
Provision for Tax	1,672	1,067	1,688	1,079
Profit after Tax	3,617	2,330	3,867	2,468

DIVIDEND

The Board of Directors in its meeting held on January 31, 2018 had declared an interim dividend of Rs. 2/- per Equity Share of Rs. 5/- each. Enthused by the financial results, your Directors are pleased to recommend a final dividend of Rs. 4.25/- per Equity Share of Rs. 5/- each. Thus, the total dividend for the financial year will be Rs. 6.25/- per share i.e. 125% as against 85% (Rs. 4.25/- per share) paid in the previous year. The total cash outflow on account of dividend for the FY 2017-18 will be Rs. 1,007 Lakhs including dividend taxes.

PERFORMANCE REVIEW

Your Directors are glad to report that the Company crossed the historic mark of Rs. 1,000 Crores turnover in FY 2017-18 on a consolidated basis.

Your Directors are pleased to report that on standalone basis both sales and profitability witnessed a substantial improvement compared to a year ago. The net income from operation was higher by 31.2% whereas pre-tax profit showed a jump of 55.7%. The Company recorded the net sales of Rs. 92,864 Lakhs as against Rs. 71,110 Lakhs in the previous year. The other income was at Rs. 857 Lakhs. Pre-tax profit for the year under review was Rs. 5,289 Lakhs as against Rs. 3,397 Lakhs a year ago.

On a consolidated basis also, both total income and pretax profit were higher compared to previous year. The net sales was higher by about 31.3% at Rs. 101,349 Lakhs as against Rs. 77,163 Lakhs in the previous year whereas pretax profit was Rs. 5,556 Lakhs as against Rs. 3,547 Lakhs a year ago, a jump of 56.6%.

The remarkable performance was mainly on account of an all-round improvement in the operations of the Company. A detailed analysis and discussion on Company’s performance is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

The Company has not transferred any amount to the general reserve during the current financial year.

EXPORTS

The total exports (including overseas subsidiary) for the year amounted to Rs. 18,844 Lakhs as against Rs. 11,320 Lakhs in the previous year, an increase of 66.4%. Exports now constitute 18.4% of the consolidated net sales. The continued focus on exports has seen an increasing trend in the last few years.

SHARE CAPITAL

During the year, the Company allotted 2,49,288 Equity Shares of Rs. 5/- each on September 23, 2017 to the employees of the Company, who exercised their options under the Employee Stock Options Scheme. The Company also allotted 8,60,000 Equity Shares of Rs. 5/- each at a premium of Rs. 474/- per share to Enkei Corporation, Japan on November 6, 2017. All the new shares allotted during the year rank pari passu with the existing Equity Shares.

During the year under review and to-date, your Company has not issued any shares with differential rights. Hence, no information as required under Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

CONSOLIDATED Financial STATEMENTS

Consolidated financial accounts are prepared based on financial statements of the subsidiary companies in accordance with the Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India. The said consolidated accounts forms part of this report and accounts.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www. alicongroup.co.in. The Company will make available the audited annual accounts and related information of its subsidiaries upon request by any of its shareholders.

SUBSIDIARY COMPANIES

Your Company has three foreign subsidiaries viz. Alicon Holding GmbH, Illichmann Castalloy S.R.O. and Illichmann Castalloy GmbH. Alicon Holding GmbH is a 100% subsidiary of your Company, who in turn holds 100% capital of Illichmann Castalloy S.R.O. Illichmann Castalloy GmbH is a 100% subsidiary of Illichmann Castalloy S.R.O.

A separate section on 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.

INTERNAL FINANCIAL CONTROLS

The internal financial control adopted and followed by your Company are adequate and are operating effectively. Your Company has adopted a dynamic internal financial controls framework formulated by the Company in consultation with Purandhare and Narwadkar, Chartered Accountants, who are domain specialist in the area of financial accounting and internal controls based on the best practices followed in the industry. During the year under review, no material or serious observation is made by the Internal Auditors of your Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report, which forms part of the Directors’ Report.

RELATED PARTIES TRANSACTION

During the year under review, your Company had, in the ordinary course of business, entered into contract/ arrangement/transactions with related parties, which were on arm’s-length basis and none of which could be considered as material in accordance with the policy of your Company on materiality of related party transactions. Details of all related party transactions are placed before the Audit Committee. The policy on Related Party Transactions as approved by the Board of Directors is placed on the Company’s website.

Since all the transactions with related parties entered into by the Company were in ordinary course of business and were on arm’s-length basis, Form AOC-2 is not applicable to the Company.

STATUTORY AUDITORS

According to Directors, there are no adverse remarks 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.

M/s. Kirtane & Pandit, Chartered Accountants (ICAI Registration No. 105215W/W100057), were appointed as the Statutory Auditors of the Company to hold the office for a term of five years from the conclusion of the 27th Annual General Meeting until the conclusion of the 32nd Annual General Meeting of the Company to be held in the year 2022.

Pursuant to notification issued by the Ministry of Corporate Affairs on May 7, 2018, the mandatory requirement of ratification of appointment of the Statutory Auditors in every Annual General Meeting has been omitted. Hence, ratification of appointment of M/s. Kirtane & Pandit, Chartered Accountant, in ensuing AGM is not proposed.

SECRETARIAL AUDIT REPORT

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practising Company Secretary for FY 2017-18.The report on the Secretarial Audit is appended as Annexure II to this report. According to the Board of Directors, the report does not have any adverse remark.

CREDIT RATING

CRISIL has upgraded its ratings on the bank facilities availed by Alicon Castalloy Limited (ACL) to ‘CRISIL A/ Stable/CRISIL A1’ from CRISIL A-/Positive/CRISIL A2 ’

The upgrade reflects expected improvement in the business risk profile in the medium term with healthy revenue growth and operating profitability, driven by steady increase in share of business from existing customers and addition of new customers/products and improving revenue diversity due to higher growth in non-auto business and exports. The rating upgrade also reflects improvement in financial risk profile post equity infusion of Rs. 41 Crore through preferential allotment to Enkei Corporation, Japan.

LOANS, GUARANTEES AND INVESTMENTS

The full particulars of guarantee given, investments made or loan given or security provided as per the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements (refer to note nos. 4, 5 and 46).

MATERIAL CHANGES AND COMMITMENT

No material change and commitment, which could affect your Company’s financial position, has occurred between the end of the FY 2017-18 and the date of this report.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of your Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public, its shareholders or employees during the financial year under review.

CONSERVATION OF ENERGY ETC.

Information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as an Annexure III and forms part of this report.

RISK MANAGEMENT

The Company has a Risk Management Committee at a management level. This committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also reviews the financial risk and its control. The management also continuously the risk involved in the business and all-out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

A detailed note on risk management is given under financial review section of the Management Discussion and Analysis of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company’s philosophy rests on dovetailing the community need with the organisational involvement, adding value in all initiatives with the community. The Promoters of your Company has set up the Trust viz. ‘Bansuri Foundation’. Your Company actively works in association of the said Foundation for providing services in community healthcare, women’s empowerment, rural education and village development.

Brief outline on the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed as Annexure IV to this report. The said CSR Policy is hosted on the Company’s website.

CORPORATE GOVERNANCE

In line with the requirement of the Companies Act, 2013 as also SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various committees. Details of these committees along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report.

A separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and CFO of the Company confirming the correctness of the financial and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed and forms part of this Directors’ Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Pamela Rai shall retire by rotation at the forthcoming Annual General Meeting and being eligible has offered herself for re-appointment.

Information and brief profile of Mrs. Pamela Rai, who is seeking re-appointment is provided in the Corporate Governance Report, which forms part of this Annual Report. Further, the business item relating to the reappointment of the above Director has been included in the Notice of the AGM.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Mr. S. Rai is the Managing Director, Mr. R. Sikand is Chief Executive Officer, Mr. Vimal Gupta is the Chief Finance Officer and Mr. PS. Rao is the Company Secretary.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge, confirm 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 OF INDEPENDENCE

All the independent directors have submitted declarations as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6) of the Act.

NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as Annexure V.

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors and one meeting of Independent Directors were held during the year under review. Corporate Governance Report, which forms part of this report, contains the details about the Board meetings as also the meeting attended by each Director of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors’ Report.

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the audit committee are included in the Corporate Governance Report, which forms part of this report.

EMPLOYEES

The relations between the management and employees remained cordial throughout the year.

The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure VI.

In terms of Rule 5 (2) of the Companies (Appointment and Remuneration of Management Personnel) Rules, 2014, the details of top ten employees of the Company in terms of remuneration drawn and details of employees, who were in receipt of remuneration exceeding Rs. 10,200,000/- per annum, if employed throughout the year, or Rs. 850,000/per month, if employed for a part of the financial year, are appended and forms part of this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars may write to the Company.The aforesaid annexure is also available for inspection by the members at the Registered Office of the Company, 21 days before the 28th Annual General Meeting and up to the date of the said Annual General Meeting during normal business hours on all working days.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

Disclosure as required under Section 62(1 )(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules and Regulations 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure VII to this report. The certificate from the statutory auditors of the Company stating that Alicon Castalloy Ltd. -Employees Stock Option Scheme, 2015 and Alicon Castalloy Ltd. - Employees Stock Option Scheme, 2017 have been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 is also appended thereto.

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 workplace, your Company rolled out multiple training and engagement programmes covering a wide range of topics such as stress managements, attitude, creativity, team spirit, quality, skill building, safety and environment, customer focus, etc.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure VIII and forms part of this report.

RECEIPT OF REMUNERATION BY MANAGING DIRECTOR FROM SUBSIDIARY COMPANY

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

VIGIL MECHANISM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In compliance to the ‘Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has a duly constituted internal complaint committee. The Committee has formulated policy to ensure protection to its female employees.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no material and significant orders passed by any of the regulators or courts or tribunals impacting the going concern status and the Company’s operations.

ACKNOWLEDGEMENT

Your Directors wish to thank Enkei Corporation, Japan, our technical collaborator, for their valued support and guidance for development of new parts.Your Directors also take this opportunity to thank all the customers, vendors, bankers and other business associates for their continued support. Your Directors also thank all the employees for their commitment, hard work and contribution to the Company’s excellent performance. Your Directors are thankful to all the shareholders of the Company for their unstinted support and confidence reposed in the management of the Company.

On behalf of the Board of Directors

(S. Rai) (A.D. Harolikar)

Managing Director Director

DIN : 00050950 DIN : 00239460

Place: Shikrapur, Pune

Date: July 23, 2018

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Mar 31, 2015

The Directors have pleasure in presenting their Twenty fifth Annual Report together with the audited Statements of Accounts for the year ended 31st March, 2015.

Financial Highlights

(Rs, in Millions)

Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Gross Sales 7250.51 4988.09 7996.33 5902.69

Net Sales/Income from Operations 6389.78 4410.46 7135.60 5325.06

Profit before Depreciation, Interest & tax 696.99 498.12 731.72 574.39

Other Income 20.66 30.49 22.25 40.82

Less: Depreciation & Prior Period adjustments 228.25 175.69 261.40 211.26

Less: Finance Costs 171.53 102.18 180.23 111.66

Profit before Tax 297.22 220.25 290.09 251.70

Provision for Tax 89.96 58.93 91.69 60.13

Profit after Tax 207.26 161.32 198.40 191.57

Dividend:

Enthused with the improved working of the Company, your Directors are pleased to recommend a higher dividend of 60% (Rs, 3/- per share of Rs, 5/- each) as against 50% paid for the previous year. The total payout on account of dividend including tax thereon will be Rs, 39.56 million. Dividend if declared, will be free of tax in the hands of the shareholders.

Performance

On standalone basis, the Company recorded the total income of Rs, 6,389.78 million as against Rs, 4410.46 million in the previous year, showing a jump of 44.9%. Pre-tax profit was also correspondingly higher by 34.95% compared to the last year. The Company earned a pre-tax profit of Rs, 297.22 millions as against Rs, 220.25 millions a year ago.

On consolidated basis, the Company recorded the total income of Rs, 7157.86 million as against Rs, 5365.79 million in the previous year, an increase of 33.4%. However, the pre-tax profit is Rs, 291.21 million as against Rs, 290.09 million a year ago.

Transfer to General Reserve

The Company has transferred Rs, 25 million to the general reserve during the current financial year.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm 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.

Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report which forms part of the Directors' Report.

Update on the Scheme of Arrangement

The Hon'ble High Court of Bombay on 23rd October, 2015 had approved the scheme of arrangement under which the Casting Unit of Atlas Castalloy Ltd. is transferred and merged with the Company. The appointed date of the Scheme was April 1, 2014 and subsequent to filing of the necessary forms, the Scheme has become effective from 29th November, 2015.

Consequent upon the Scheme becoming effective, the Company will allot 12,56,222 Equity Shares of Rs, 5/- each to the shareholders of the Atlas Castalloy Ltd. The Scheme has enabled the Company to augment its capacity by 6,000 MTPA with an additional revenue ofRs, 1341 million for the financial year 2014-15 without any outflow of cash. Acquisition of unit will also enable the Company to achieve economies of scale with additional production capacity, optimal utilization of resources and reduction in cost. This will also give access to your Company to expand its large customer base with additional clients like Greaves Cotton Ltd., Royal Enfield Ltd., Piaggio and defence, which are the existing customers of Atlas Castalloy Ltd.

Loans, Guarantees and Investments

The full particulars of guarantee given, investment made or loan given or security provided as per the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements (refer to note no.8(b))

Transactions with Related Parties

All the related party transactions including in relation to direct/indirect subsidiaries are strictly done on an arm's length basis and in ordinary course of business. The Company presents details of all related party transactions before the Audit Committee. The policy on Related Party Transactions as approved by the Board of Directors is placed on the Company's website.

Since all the transactions with related parties entered into by the Company were in ordinary course of business and were on arm's length basis, Form AOC-2 is not applicable to the Company.

Subsidiary Companies:

Your Company has three foreign subsidiaries viz. Alicon Holding GmbH, lllichmann Castalloy S.R.O. and lllichmann Castalloy GmbH. Alicon Holding GmbH is the 100% subsidiary of your Company who in turn is holding 100% capital of lllichmann Castalloy S.R.O. lllichmann Castalloy GmbH is the 100% subsidiary of lllichmann Castalloy S.R.O.

A separate section on the performance and financial position of each of the subsidiaries in Form AOC-1 is part of this report and is annexed as Annexure I.

Consolidated Financial Statements

In accordance with the Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India, consolidated financial accounts prepared on the basis of financial statements of the subsidiary companies forms part of this report and accounts.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate audited accounts of its subsidiaries on its website www.alicongroup.co.in. The Company will make available the audited annual accounts and related information of its subsidiaries upon request by any of its shareholders.

Material Changes and Commitment

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Public Deposits

Your Company has not accepted any deposit from the public, its shareholders or employees during the year under review.

Conservation of Energy etc.

Information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure II.

Risk Management

The Company has Risk Management Committee. This committee is responsible for reviewing the risk management plan and its effectiveness. The audit committee also reviews the financial risk and its control. The management also continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

A detailed note on risk management is given under financial review section of the Management Discussion and Analysis of this Annual Report.

Corporate Social Responsibility (CSR)

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 are set out in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed as Annexure III to this report. The said CSR Policy is hosted on the Company's website.

Corporate Governance

In line with the requirement of the Companies Act,2013 as also amended Clause 49 of the Listing Agreement, the Board of Directors has constituted new committees. Details of these committees along with their terms of reference, composition and meetings held during the year, are provided in the Corporate Governance Report. During the year the Company has also amended the existing policies and adopted new policies such as CSR policies, Related Party Transaction Policies, Whistle Blower Policies.

A separate report on Corporate Governance is annexed, which forms part of this report. A certificate of CEO and CFO of the Company confirming the correctness of the financial and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed and forms part this Directors' Report.

Directors and Key Managerial Personnel

The Board of Directors in its meeting held on 30th April 2015 had appointed Mr. Ajay Nanavati as an Additional Director (Independent). Pursuant to the provisions of Section 161 of the Act, Mr. Nanavati would be vacating the office as Director in the forthcoming Annual General Meeting. The Company has received a notice under Section 160 of the Act along with refundable deposit of Rs, 1,00,000/- proposing the appointment of Mr. Ajay Nanavati as an Independent Director.

The proposed appointment of Mr. Ajay Nanavati was recommended by the Nomination & Remuneration Committee. The Board of Directors of the Company had formed the opinion that the said Director meets with the criteria of Independence as per Section 149(6) of the Act and rules made there under and requirements of Clause 49 of the listing agreement with the stock exchanges.

Mrs. Pamela Rai shall retire by rotation at the forthcoming Annual General Meeting and being eligible has offered herself for re-appointment.

Additional information and brief profile as required under Clause 49 of the Listing Agreement for each of the above Directors seeking appointment and/or re-appointment is provided in the Corporate Governance Report, which forms part of the Annual Report. Further, the business items relating to the re-appointment of the above Directors have been included in the Notice of the AGM.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Clause 49 of the listing agreement Mr. S. Rai is Managing Director, Mr. R. Sikand is Group Chief Executive Officer, Mr. Vimal Gupta is the Group Chief Finance Officer and Mr. R S. Rao is the Company Secretary.

Declaration of Independence

All the independent directors have submitted declarations as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated in Section 149(6) of the Act.

Nomination & Remuneration Policy

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as Annexure IV

Number of Meeting of The Board

Six meetings of the Board were held during the year under review. Corporate Governance Report, which forms part of this report, contains the details about the Board meeting as also meeting attended by each Directors of the Company.

Board Evaluation

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

In a separate meeting of independent directors, performance of non- independent directors, performance of the Board as a whole was evaluated, taking into account the views of executive directors and non- executive directors.

Policy on appointment of directors and remuneration as provided in Section 178(3) of the Companies Act, 2013 has been dealt with in the corporate governance report, which forms part of the Directors' Report.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Companies Act,2013 read with the rules made there under and Clause 49 of the Listing Agreement. The details pertaining to the audit committee are included in the Corporate Governance Report, which forms part of this report.

Internal Control System

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

Employees

The relations between the management and employees remained cordial throughout the year. Information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this report as Annexure V and forms part of this report.

The details of employees receiving remuneration exceeding Rs, 5 lakhs per month or Rs, 60 lakhs per annum as required under the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure. In terms of Section 136(1) of the Act and the rules made there under, the Report and Account are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may obtain form the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

Statutory Auditors

According to Directors, there is no adverse remarks 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.

M/s. Asit Mehta& Associates, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Pursuant to Section 139 (2) of the Companies Act, 2013, Audit Committee and the Board of Directors of the Company have recommended their appointment for a period of one year i.e. from the conclusion of the 25th Annual General Meeting till the conclusion of the 26th AGM. M/s. Asit Mehta & Associates have confirmed that their appointment, if made, will be within the eligibility criteria prescribed under Section 141 (3) of the Companies Act, 2013.

Members are requested to appoint the Auditors and fix their remuneration.

Secretarial Audit Report

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2014-15.

The report on the Secretarial Audit is appended as Annexure VI to this report. According to the Board of Directors the report does not have any adverse remark.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act,2013 is annexed to this report as Annexure VII and forms part of this report.

Receipt of Remuneration by Managing Director From Subsidiary Company

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

Vigil Mechanism

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy adopted by the Board of Directors is hosted on the website of the Company.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals

During the year under review, there were no material and significant orders passed by any of the regulators or courts or tribunals impacting the going concern status and the Company's operations.

Acknowledgement

Your Directors wish to thank Enkei Corporation, Japan, our technical collaborator, for their valued support and guidance for development of new parts. Your Directors also take this opportunity to thank all the customers, vendors, bankers and other business associates for their continued support. Your Directors also thank all the employees for their commitment, hard work and contribution to the Company's excellent performance. Your Directors are thankful to all the shareholders of the Company for their unstinted support and confidence reposed in the management of the Company.

On behalf of the Board of Directors

(S. Rai) (A.D. Harolikar)

Managing Director Director

Place: Shikrapur, Pune

Date: November 30, 2015

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their Twenty-fourth Annual Report together with the audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (Rs. in Millions)

Particulars Standalone Standalone Consolidated Year ended Year ended Year ended 31.3.2014 31.3.2013 31.3.2014

Gross Sales 4,988.09 4,856.25 5,902.69

Net Sales 4,410.46 4,314.31 5,325.06

Profit before Depreciation, Interest & Tax 498.12 541.41 574.55

Less: Depreciation & Prior Period adjustments 175.69 175.12 211.19

Less: Interest 102.18 104.26 111.66

Profit before Tax 220.25 262.03 251.70

Provision for Tax 58.93 49.66 60.13

Profit after Tax 161.32 212.37 191.57

Add: Balance brought forward 677.11 519.48 565.93

Net Profit Available for appropriation 838.43 731.85 757.50

DIVIDEND

Your Directors are pleased to recommend a higher dividend of 50% (Rs. 2.50 per share of Rs. 5/- each) as against 40% paid for the previous year. The total payout on account of dividend including tax thereon will be Rs. 32.17 million. Dividend if declared will be free of tax in the hands of the shareholders.

YEAR UNDER RETROSPECT

During the year under review sales was marginally higher and profit was marginally lower compared to previous year. However, the consolidated sales and profit remain higher, thanks to improved overseas operations. Your Company recorded a net sale of Rs. 4,410.46 million in 2013-14 as against Rs. 4,314.31 million in the previous year with the corresponding profit before tax of Rs. 220.25 millions as against Rs. 262.03 million a year ago. On consolidated basis, your Company recorded a net sale of Rs. 5,325.06 million with a corresponding pre-tax profit of Rs. 251.70 million as against Rs. 5,246.29 million and Rs. 219.04 million a year ago.

FINANCE

During the year, the Company spent Rs. 228.82 million towards addition in fixed assets including plant and machinery and capital work in progress. The entire capital expenditure was funded from the internal accruals and term loans.

FUTURE PROSPECTS

It is hoped that the new government in center will push the economic activity by undertaking stalled and new infrastructure project and shall adopt policies for controlling the inflation and abetting price increase of essential commodities. This will in turn provide better job opportunities and higher disposable income. It is expected that Indian economy will be revived and shall be placed on growth track.

Your Company is continuously developing new products for other engineering and infra related industries. The Company has recorded in the financial year 2013-14, 3.30% of income out of non-auto business.

This will enable the Company to sustain the growth in years to come with reduced dependence of auto industry.

SUBSIDIARY COMPANIES:

Your Company has three foreign subsidiaries viz. Alicon Holding GmbH, Illichmann Castalloy s.r.o. and Illichmann Castalloy GmbH. Alicon Holding GmbH is the 100% subsidiary of your Company, who in turn in holding 100% capital of Illichmann Castalloy s.r.o. Illichmann Castalloy GmbH is the 100% subsidiary of Illichmann Castalloy s.r.o.

Illichman Castalloy GmbH is engaged in the business of marketing and Illichmann Castalloy s.r.o. is engaged in manufacturing of aluminium alloy castings. The combined revenue of both the subsidiaries was Rs. 927.14 million and profit before tax of Rs. 31.45 million. Your Directors are pleased to report that overseas operations of the Company has shown improvement compared to previous year.

Consolidated Financial Statement pursuant to Clause 41 of the Listing Agreement with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants, are annexed.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts.

In terms of the general exemption granted by the Ministry of Corporate Affairs vide circular No. 02/2011 dated 8th February, 2011 for not attaching the annual accounts of subsidiaries and in compliance with the conditions enlisted therein, the report and annual accounts of the subsidiary companies for the financial year ended 31st March, 2014 have not been attached to the Company''s Accounts.

The annual accounts of the subsidiary companies and the related information are kept open for inspection by any shareholders at the Registered Office of the Company and of the concerned Subsidiary Company. Any shareholder, who wishes to obtain a copy of the said documents of any of the subsidiary companies, may send a request in writing at the Registered Office of the Company.

LISTING OF EQUITY SHARES

The Company''s Equity Shares are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange Ltd.

CORPORATE GOVERNANCE

Your Company is committed to adhere to Corporate Governance guidelines set out by SEBI and has complied with all the mandatory provisions of Clause 49 of the Listing Agreement. A separate section on Corporate Governance together with Certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the industrial growth vis-a-vis the growth of the Company and the future outlook is given under the head Management Discussion and Analysis Report, which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to information and explanations provided to them, your Directors make the following statement, pursuant to Section 217(2AA) of the Companies Act, 1956 that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

2. Appropriate accounting policies have been selected and applied them consistently and 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 financial year 31st March, 2014 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, detecting fraud and other irregularities;

4. The annual accounts have been prepared on a ''going concern'' basis.

DIRECTORS

The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mrs. Pamela Rai for the office of Director of the Company. Given her vast experience and past involvement with our group in HR and CSR activities, the Board of Directors has proposed that Mrs. Pamela Rai be appointed as a Director of the Company.

Mr. A.D. Harolikar and Mr. Vinay Panjabi were categorized as Independent Directors in accordance with the existing Clause 49 of the Listing Agreement. After coming into force of Section 149 of the Companies Act, 2013 from 1st April, 2014, the Company has re-assessed the status of its Directors with a view to determining whether Mr. A.D. Harolikar and Mr. Vinay Panjabi qualify for classification as Independent Directors in terms of Section 149(6) of the Companies Act, 2013. Accordingly, they fulfill the criteria as laid down in Section 149(6) of the Companies Act, 2013 in this regard.

Section 149 (10) of the new Companies Act, 2013 restricts the tenure of the Independent Director to two terms of upto ten years with a single term not exceeding five years. This has been made effective form 1st April, 2014. The proposed revised Clause 49 of the Listing Agreement issued by the Securities and Exchange Board of India (SEBI) and which shall be effective form 1st October, 2014 also contains the provisions in similar line. Mr. A.D. Harolikar and Mr. Vinay Panjabi retire by rotation at the forthcoming Annual general Meeting and they being eligible have offered themselves for appointment as Independent Directors in pursuance to the provisions of the Companies Act, 2013 and revised Clause 49 as aforesaid, to hold the office for a period upto 31st March, 2019.

Pursuant to the provisions of Section 160 of the Companies Act, 2013 read with the relevant rules, the Company has also received notices in writing from some of its members proposing their candidature for the office of Independent Directors.

To comply with the requirement of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Junichi Suzuki shall retire by rotation and being eligible, offers himself for reappointment.

Additional information and brief profile as required under Clause 49 of the Listing Agreement for each of the above Directors seeking appointment/ re-appointment are provided in the Notice and/or Corporate Governance Report, which forms part of the Annual Report.

EMPLOYEES:

Relations between the management and the employees remained cordial through out the year. Information as required in pursuance of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is set out in the annexure to the Directors'' Report. In terms of the provisions of Section 219(1)(b)(iv) of the Companied Act, 1956, the Directors'' Report is being sent to all the shareholders of the Company, excluding such annexure.

CONSERVATION OF ENERGY, ETC:

Information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 217(1)(e) of the Companies Act, 1956 is set out in the Annexure forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

At Alicon Castalloy Ltd., our approach to CSR is one that ensures the sustainability of all programmes initiated or supported, by remaining committed to all stakeholders and ensuring that all initiatives are well planned and subsequently monitored and evaluated.

Our focus is to engage with and empower the various influencers of child development who are working outside of mainstream education. Alicon has a long standing relation with various NGOs in Pune, like Maher, Sevadham & Tara Mobile Creches

Alicon focuses on empowering women via education, economic independence and developing in them a stronger sense of self confidence. One such partnership is with the Savitri Mahila Dairy Co-operative, a rural project in the outskirts of Pune.

We also work with an array of institutions that reach out to the healthcare needs of the marginalized in our communities, like the pediatric dept. at Pune''s Sassoon hospital. Besides organising regular blood donation camps, Alicon contributed to the healthcare needs of people affected by the Himalayan tsunami in the state of Uttarakhand in northern India.

AUDITORS:

The observations made in the Auditors'' Report and details provided in Notes to the Accounts are self-explanatory and therefore, do not call for any further comments under the Companies Act, 1956.

The Auditors, M/s. Asit Mehta & Associates, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

In pursuance to the notification of the Companies Act, 2013, made effective form 1st April, 2014 and rules made thereunder, no listed company shall appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. Further, the said appointment is subject to ratification by the members of the Company at every AGM. The period of ten years (two terms of five years each) has to be calculated from the date of appointment of the auditors. Further, the provisio to the said Section 139 (2) stipulates that every company existing on or before the commencement of the new Act viz. the Companies Act, 2013, had to comply with the requirements of this section within three years from the date of commencement of this Act. M/s. Asit Mehta & Associates have already served as Statutory Auditors of the Company for a term of ten years.

Pursuant to Section 139 (2) of the Companies Act, 2013, Audit Committee and the Board of Directors of the Company have recommended their appointment for a period of one year i.e. from the conclusion of the 24th AGM till the conclusion of the 25th AGM, subject to approval of the members in the AGM of the Company. M/s. Asit Mehta & Associates have confirmed that their appointment, if made, will be within the eligibility criteria prescribed under Section 141 (3) of the Companies Act, 2013.

COST AUDITORS

Pursuant to the directive of the Central Government under the provisions of Section 233B of the Companies Act,1956, Mr. R. Srinivasa Raghavan, a qualified Cost Accountant, has been appointed for financial year 2013-14 to conduct the cost audit and submit his report.

ACKNOWLEDGEMENT

Your Directors wish to thank Enkei Corporation, Japan, our technical collaborator, for their valued support and guidance. Your Directors also wish to place on record their deep appreciation for exemplary contribution made by employees at all levels. Your Directors take this opportunity to express their gratitude for unstinted support extended by customers, suppliers, bankers and other business associates, and at last but not least the shareholders for the confidence reposed in the management.

On behalf of the Board of Directors

S. Rai A.D. Harolikar Managing Director Director

Place: Shikrapur, Pune Date : July 26, 2014

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Mar 31, 2012

THE DIRECTORS HAVE PLEASURE IN PRESENTING THEIR TWENTY SECOND ANNUAL REPORT TOGETHER WITH THE AUDITED STATEMENTS OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH. 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Millions)

parerticulars Standalone Standalone Consolidated

Year Ended March 31, 2012 Year Ended March 31, 2011 Year Ended March 31, 2012

Gross Sales 4216.33 2886.74 5095.28

Net Sales 3808.24 2566.70 4687.19

Profit before Depreciation, Interest & Tax 552.34 398.84 502.60

Less: Depreciation & Prior Period adjustments 149.74 126.17 170.76

Less: Interest 123.00 86.73 128.91

Profit before Tax 279.60 185.94 202.93

Provision for Tax 59.51 39.64 58.77

Profit after Tax 220.09 146.30 144.16

Add: Balance brought forward 332.02 213.55 340.38

Net Profit Available for appropriation 552.11 359.85 484.54

Dividend

Enthused with the commendable results, your Directors have recommended a higher dividend of 27.5% (Re1.38 per share of Rs.5/- each) as against 20% for the previous year. In the hands of shareholders the dividend will be free of tax. The total payout on account of Dividend and tax thereon for the year will be Rs. 17.64 million.

OPERATIONS: EVEN IN ODD ECONOMIC SITUATION. YOUR COMPANY TURNED OUT ONE MORE YEAR OF RECORD ACHIEVEMENTS. ON A STANDALONE BASIS. THE COMPANY RECORDED A NET SALE OF RS.3.808.24 MILLION AS AGAINST RS.2.566.70 IN THE PREVIOUS YEAR. A JUMP OF 48%. THE TOTAL INCOME FOR THE YEAR WAS RS.3.818.84 MILLION AS AGAINST RS.2.584.68 MILLION A YEAR AGO. INSPITE OF HIGHER PROVISION FOR DEPRECIATION AND FINANCIAL COST. THE PRE-TAX PROFIT GREW BY 48%. PRE-TAX PROFIT WAS RS.279.60 MILLION AS AGAINST RS.185.94 MILLION IN THE LAST YEAR.

On consolidated basis (inclusive of working of the overseas subsidiaries), the net sales for the year was Rs. 4,687.19 million and pre-tax profit was Rs.202.93 million. In the previous year, consolidated net sales was Rs. 3,191.20 million and pre-tax profit was Rs. 197.75 million.

FINANCE

During the year, the Company spent Rs. 324.45 million for expansion of its plant and machinery on stand alone and Rs. 374.76 million on consolidation basis. The entire expansion was funded from the internal accruals and term loan.

FUTURE PROSPECTS

The Company is continuously developing new products for other engineering and infra related industries. This will enable the Company to sustain the growth in years to come. A detailed review of the future outlook is given under the head Management Discussion and Analysis Report, which forms part of this report.

SUBSIDIARY COMPANIES:

To consolidate the European business, the operations in Austria are being shifted to Slovakia. Though presently, the overseas operations are incurring loss, after completing the consolidation exercise, the same is expected to become profitable.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts.

Consolidated Financial Statement pursuant to Clause 41 of the Listing Agreement with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants, are annexed.

In terms of the general exemption granted by the Ministry of Corporate Affairs vide circular No. 02/2011 dated 8th February, 2011 for not attaching the annual accounts of subsidiaries and in compliance with the conditions enlisted therein, the report and annual accounts of the subsidiary companies for the financial year ended 31st March, 2012 have not been attached to the Company's Accounts.

The annual accounts of the subsidiary companies and the related information are kept open for inspection by any shareholders at the Registered Office of the Company and of the concerned Subsidiary Company. Any shareholder, who wishes to obtain a copy of the said documents of any of the subsidiary companies, may send a request in writing at the Registered Office of the Company.

CORPORATE GOvERNANCE

Your Company is committed to adhere to Corporate Governance guidelines set out by SEBI and has complied with all the mandatory provisions of Clause 49 of the Listing Agreement.

A separate section on Corporate Governance together with Certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the industrial growth vis-a-vis the growth of the Company and the future outlook is given under the head Management Discussion and Analysis Report, which forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to information and explanations provided to them, your Directors make the following statement, pursuant to Section 217(2AA) of the Companies Act, 1956 that:

In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

Appropriate accounting policies have been selected and applied consistently and 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 financial year March 31, 2012 and of the profit of the Company for the year ended on that date;

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, detecting fraud and other irregularities;

The annual accounts have been prepared on a 'going concern' basis.

DIRECTORS

On 30th May, 2012 Mr. Maskatsu Uchiyama was appointed as an Alternate Director to Mr. Junichi Suzuki. Consequent upon his appointment, Mr. Osamu Ohashi ceased to be the Alternate Director.

To comply with the requirement of the Companies Act, 1956 Mr. A.D. Harolikar and Mr. Vinay Panjabi, Directors, shall retire by rotation and being eligible, they offer themselves for reappointment. Details of Directors seeking re-appointment are included in the Corporate Governance Report.

EMPLOYEES

Information as required in pursuance of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is annexed and forms part of this report.

conservation OF ENERGY, ETC:

Information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 217(1(e) of the Companies Act, 1956 is set out in the Annexure forming part of this report.

AUDITORS:

The observations made in the Auditors' Report and details provided in Notes to the Accounts are self-explanatory and therefore, do not call for any further comments under the Companies Act, 1956.

Asit Mehta & Associates, Statutory Auditors of the Company shall retire at the forthcoming Annual General Meeting and are eligible for reappointment. Members are requested to appoint Auditors for the current financial year and fix their remuneration.

ACKNOWLEDGEMENT

your directors wish to thank enkei corporation, japan, our technical collaborator, for their valued support and guidance for development of new parts. your directors also

WISH TO PLACE ON RECORD THEIR DEEP SENSE OF APPRECIATION FOR THE COMMITTED SERVICES BY EMPLOYEES AT ALL LEVELS. YOUR DIRECTORS TAKE THIS OPPORTUNITY TO ExPRESS THEIR GRATITUDE FOR UNSTINTED SUPPORT ExTENDED BY CUSTOMERS, SUPPLIERS, BANKERS AND OTHER BUSINESS ASSOCIATES, AND AT LAST BUT NOT LEAST THE SHAREHOLDERS FOR THE CONFIDENCE REPOSED IN THE MANAGEMENT.

On behalf of the Board of Directors

(S. Rai) (A.D. Harolikar)

Managing Director Director

Place: Shikrapur, Pune Date: July 30, 2012

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Mar 31, 2010

THE DIRECTORS HAVE PLEASURE IN PRESENTING THEIR TWENTIETH ANNUAL REPORT TOGETHER WITH THE AUDITED STATEMENTS OF ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH. 2010.

FINANCIAL HIGHLIGHTS

PARTICULARS For the year ended For the year ended March 31.2009 March 31, 2010

Gross Sales 2383.47 3436.98

Net Sales 2121.07 3027.36

Profit before Depreciation, Interest & Tax 366.83 312.82

Less: Depreciation & Prior Period adjustments 125.45 203.26

Less: Interest 76.55 167.00

Profit before Tax 164.83 1123.78

Provision for Tax 30.85 0.50

Profit after Tax 133.98 114.20

Add: Balance brought forward 209.50 48.50

Net Profit Available for appropriation 343.48 209.50

Dividend

Enthused with the working of the Company, your Directors recommend a dividend of Rs.1/- per share (20%). The dividend if declared by the members, will be the highest in the history of the Company. The total pay out on account of Dividend and tax thereon for the year entails cash out- flow of Rs. 128 lacs.

THE INDIAN ECONOMY HAS SHOWN GROWTH OF OVER 8°/ OVER THE LAST FEW YEARS AND WITH STIMULUS PROVIDED BY THE CENTRAL GOVERNMENT AND RBI. THIS GROWTH WILL PICKUP THE MOMENTUM. YOUR COMPANY IS FULLY GEARED TO LEVERAGE THIS OPPORTUNITY.

Scheme Of Arrangement And Share Capital

During the year under review, the Honble High Court of Bombay approved the Scheme of arrangement between the Company and Enkei Wheels (India) Limited and their shareholders and creditors (the Scheme) vide its order dated 26th February 2010 without any modification as approved by the shareholders of the Company in the Court convened meeting held on 09th January 2009 under the Chairmanship of Mr. Milind D. Narvekar, an official of Honble High Court of Bombay.

As per the Scheme and in terms of sections 391-394 and other applicable provisions of the Companies Act, 1956, the Demerged Undertaking, namely entire business of the "Wheel Division" of the Company comprising of all properties (with rights and powers of every description), investments, assets and liabilities (includes duties of every description) stood transferred to / vested in Enkei Wheels (India) Limited as a going concern from the Appointed date, namely 01st April 2009.

In pursuance of the said Scheme, the shareholders of the Company will be issued and allotted 1(One) Equity Share of Rs.5/- each fully paid in Enkei Wheels (India) Limited for every 1(0ne) Equity Share of Rs.5/- each held by them in Company. The existing Investment of Company in the Equity Shares of Enkei Wheels (India) Limited of Rs 10 (Ten) lac shall stand cancelled as an integral part of the Scheme. There will not be any change in the Share Capital of the Company pursuant to the Scheme.

Subsidiaries

M/s. Enkei Wheels (India) Limited ceased to be a wholly owned subsidiary of the Company consequent to the cancellation of 2,00,000 Equity Shares of Rs. 5/- each held by the Company, including the equity shares held by its nominees from the Effective date namely 31st March 2010, in terms of the Scheme of Arrangement sanctioned by the Honble High Court of Bombay vide its order dated 26th February 2010.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to information and explanations provided to them, your Directors make the following statement, pursuant to Section 217 (2AA) of the Companies Act, 1956 that:

In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

Appropriate accounting policies have been selected and applied them consistently and 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 financial year March 31, 2010 and of the profit of the Company for the year ended on that date;

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, detecting fraud and other irregularities;

The annual accounts have been prepared on a going concern basis,

DIRECTORS

To comply with the requirement of the Companies Act, 1956 Mr, Vinay Hiru Panjabi and Mr. Tetsuro Masui, Directors shall retire by rotation and being eligible, they offer themselves for reappointment. Details of Directors seeking re-appointment are included in the Corporate Governance Report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this report.

CONSERVATION OF ENERGY. ETC.:

Information pertaining to conservation of energy, technology absorption and foreign exchange earning and outgo pursuant to Section 217(1 He) of the Companies Act, 1956 Is set out in the Annexure forming part of this report.

EMPLOYEES:

Information as required in pursuance of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is annexed and forms part of this report.

AUDITORS REPORT:

Notes to the account gives full explanation to the remarks made by auditors in their report.

AUDITORS:

Asit Mehta & Associates, Statutory Auditors of the Company shall retire at the forthcoming Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors for the current financial year and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors wish to thank Enkei Corporation, Japan, our technical collaborator for their valued support and guidance in technical matters. Your Directors aiso wish to place on record the unstinted support received from customers and employees of the Company at all levels.

Your Directors thank the shareholders for the confidence reposed in the management.

On behalf of the Board of Directors

(S. Rat) (A.D, Harolikar)

Managing Director Director

Place: Shikrapur, Pune

Date: April 10, 2010