The Board of Directors present this 37th Annual Report of the Company, along with the financial statements for the Financial Year ended 31st March, 2024, in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

1. FINANCIAL RESULTS:

The Company''s performance (Standalone and Consolidated) for the Financial Year ended 31st March, 2024, is summarized below:

in rrrtroi

Particulars	Standalone		Consolidated
	31.03.2024 31.03.2023		31.03.2024	31.03.2023
Revenue from operations	5,356.35	6,795.51	5,509.59	6,989.20
Operating Profit / (Loss) before Interest, Depreciation and Taxes	84.89	(30.93)	71.91	(12.82)
Minority Interest and Share in Profit of Associates	-	-	(0.96)	(0.97)
Profit / (Loss) before Tax	(813.71)	(874.89)	(849.74)	(879.95)
Tax Expenses (including Deferred Tax)	-	-	(2.92)	0.51
Profit / (Loss) after Tax	(813.71)	(874.89)	(846.82)	(880.46)
Other Comprehensive Income	(0.41)	4.23	(28.62)	(112.66)
Total Comprehensive Income	(814.12)	(870.66)	(875.44)	(993.12)

2. TRANSFER TO RESERVES:

No amount is proposed to be transferred to Reserves.

3. DIVIDEND:

On account of the Loss After Tax reported by the Company during the Financial Year 2023-24, the Board of Directors do not recommend any dividend (previous year Nil).

The Dividend Distribution Policy of the Company approved by the Board of Directors of the Company is in line with the requirements of Listing Regulations. The Policy is available on the Company''s website and can be accessed through the link: https://www.alokind. com/assets/pdf/investor-relations/policies/Dividend_ Distribution_Policy.pdf

There has been no change in the policy during the year under review.

4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

(a) The Highlights of the Company’s Performance (Standalone) for the Financial Year Ended 31st March, 2024, are as under:

Total sales of the Company decreased by 21.18 % to '' 5,356.35 crore from '' 6,795.51 crore in the previous year.

Domestic sales decreased by 24.97 % to '' 4,248.42 crore from '' 5,662.36 crore in the previous year.

Export sales decreased by 2.23 % to '' 1,107.93 crore from '' 1,133.15 crore in previous year.

Operating EBITDA was '' 84.89 crore as compared to negative EBITDA of '' 30.93 crore in the previous year.

Operating Profit Before Tax (PBT) was negative at '' 813.71 crore as compared to negative PBT of '' 874.89 crore in the previous year.

The reported Loss After Tax for the year was '' 813.71 crore as compared to Loss After Tax of '' 874.89 crore.

(b) The Highlights of the Company’s Performance (Consolidated) for the Financial Year Ended 31st March, 2024, are as under:

The Company achieved a consolidated revenue of '' 5,509.59 crore lower by 21.26 % as compared to consolidated revenue of '' 6,989.20 crore in the previous year.

Operating EBITDA was '' 71.91 crore as compared to negative EBITDA of '' 12.82 crore in the previous year.

Operating Profit Before Tax (PBT) was negative at '' 849.74 crore as compared to negative PBT of '' 879.95 crore in the previous year.

The reported consolidated Loss After Tax for the year was '' 846.82 crore as compared to Loss After Tax of '' 880.46 crore in the previous year.

A detailed analysis of financial results and operations is given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Act and Listing Regulations read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India, the consolidated financial statements form part of this Annual Report. The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the Company''s website and can be accessed through the link: https://www.alokind.com/financialresult.html. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays upto the date of the 37th Annual General Meeting (AGM'') of the Company.

6. NETWORTH:

Net worth as at 31st March, 2024 was negative at '' 18,134.84 crore as compared to negative '' 17,320.72 crore as at 31st March, 2023.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not granted any loans, made any investments and provided any guarantee or security. The particulars of the loans granted, investments made and guarantee or security provided in the earlier years are given in the standalone financial statement (Refer Note 5 and 6 to the standalone financial statements).

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

9. CREDIT RATING:

The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

10. SHARE CAPITAL:

During the year under review, the following changes were made in the Share Capital structure of the Company.

a) Authorised Share Capital

i. Reclassification: The Authorised Share Capital of the Company was reclassified from '' 4,000 crore divided into 3,500 crore Equity Shares of '' 1/- each and 500 crore Preference Shares of '' 1/- each to '' 4,000 crore divided into 500 crore Equity Shares of '' 1/- each and '' 3,500 crore Preference Shares of '' 1/- each.

ii. Increase: The Authorised Share Capital of the Company was increased from '' 4,000 crore divided into 500 crore Equity Shares of '' 1/-each and 3,500 crore Preference Shares of '' 1/- each to '' 4,250 crore divided into 500 crore Equity Shares of '' 1/- each and 3,750 crore Preference Shares of '' 1/- each.

b) Paid-up Share Capital:

The paid-up preference share capital of the Company has increased from 250 crore to 3,550 crore by allotment of 3,300 crore 9% NonConvertible Redeemable Preference Shares (NCRPS) of '' 1/- each for cash at par aggregating to '' 3,300 crore on a private placement basis to Reliance Industries Limited on 2nd January, 2024. These NCRPS are redeemable at par at any time at the option of the Company within a period not exceeding 20 years from the date of allotment and are not listed on any Stock Exchanges.

There is no change in paid-up Equity Share Capital of the Company.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Company became / ceased to be a subsidiary, joint venture or associate of the Company.

List of subsidiary, associate and joint venture of the Company as on 31st March, 2024, are as follows:

Sr. No.	Subsidiaries
1.	Alok Infrastructure Limited
2.	Alok International Inc.
3.	Alok International (Middle East) FZE
4.	Alok Global Trading (Middle East) FZE (business
	license cancelled on 12th September, 2017)
5.	Alok Singapore PTE Limited
6.	Alok Worldwide Limited
Sr. No.	Step-down subsidiaries
1.	Alok Industries International Limited
2.	Grabal Alok International Limited
3.	Grabal Alok (UK) Limited (under liquidation effective
	10th July, 2017)
4.	Mileta, a.s.
Sr. No.	Joint Ventures
1.	New City of Bombay Manufacturing Mills Limited
2.	Aurangabad Textiles and Apparel Parks Limited
Sr. No.	Associates
Nil

None of the above subsidiaries is a ‘Material Subsidiary'' as defined in the Listing Regulations. As required under Regulations 16(1)(c) of the Listing Regulations, the Board of Directors has approved the Policy for determining Material Subsidiaries (“Policy”). The details of the Policy are available on the Company''s website and can be accessed through the link: https://www.alokind. com/assets/pdf/investor-relations/policies/Material_ Subsidiaries.pdf. There has been no change in the policy during the year under review.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto are available on the Company''s website and can be accessed through the link: https://www.alokind.com/ annualreport.html. The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed through the link: https://www.alokind.com/financialresult.html.

The development in business operations / performance of the Subsidiaries / Joint Venture companies, is given in Management Discussion and Analysis Report which forms part of this Annual Report.

A statement providing details of performance and salient features of the financial statements of Subsidiary / Joint Venture companies, as per Section 129(3) of the Act, is annexed to the consolidated financial statements and therefore not repeated in this Directors'' Report.

12. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) INITIATIVES:

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Company''s website and can be accessed through the link: https:// www.alokind.com/assets/pdf/investor-relations/policies/ CSR_Policy.pdf and is also annexed herewith and marked as Annexure-1. There has been no change in the policy during the year under review.

Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company made during the three immediately preceding financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as Annexure-2.

13. RISK MANAGEMENT:

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

A key factor in determining a company''s capacity to create sustainable value is the ability and willingness of the company to take risks and manage them effectively and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mitigated with timely action.

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of overseeing implementation/ monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from Management that all known and emerging risks have been identified and mitigated or managed.

The current constitution and role of the Risk Management Committee is in compliance with the requirements of Regulation 21 of the Listing Regulations. Pursuant to the provisions of the Act and Listing Regulations, the Company has adopted Risk Management Policy. The details of the Risk Management Policy are available on the Company''s website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/policies/Risk_Policy.pdf. There has been no change in the policy during the year under review.

Further details on the Risk Management activities including the implementation of Risk Management Policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Annual Report. In the opinion of the Board of Directors, none of these risks affect and/or threaten the existence of the Company.

14. VIGIL MECHANISM AND WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report which forms part of this Annual Report. The said Policy is available on Company''s website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/ policies/Whistle_Blower_Policy.pdf.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Directors:

(a) Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Hemant Desai (DIN 00008531), retires by rotation as a Director at the AGM and being eligible, offers himself for reappointment.

A detailed profile of Mr. Hemant Desai along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms part of this Annual Report.

The Nomination and Remuneration Committee and Board of Directors have recommended his reappointment for the approval of the shareholders.

(b) Changes in the Directors during the year under review:

During the year under review, there was no change in the Directors of the Company.

ii. Key Managerial Personnel:

In the beginning of the Financial Year 2023-24, the following officials of the Company, viz., Mr. Sunil O. Khandelwal, Manager, Mr. Bijay Agrawal, Chief Financial Officer and Mr. Hitesh Kanani, Company Secretary were Key Managerial Personnel of the Company.

During the year under review, the following changes took place in the Key Managerial Personnel of the Company.

- Mr. Ram Rakesh Gaur was appointed as Chief Executive Officer and Key Managerial Personnel of the Company with effect from 20th July, 2023.

- Mr. Vinod Sureka was appointed as Joint Chief Financial Officer and designated as Key Managerial Personnel of the Company with effect from 20th July, 2023. He was appointed as Chief Financial Officer of the Company with effect from 24th October, 2023.

- Mr. Sunil O. Khandelwal resigned from the position of the Manager and Key Managerial Personnel of the Company with effect from 31st August, 2023.

- Mr. Bijay Agrawal resigned from the position of the Chief Financial Officer and Key Managerial Personnel of the Company with effect from 23rd October, 2023.

- Mr. Ram Rakesh Gaur resigned as Chief Executive Officer and Key Managerial Personnel of the Company with effect from 31st March, 2024 to take up a new role within the group.

At the end of the Financial Year 2023-24, the following officials of the Company, viz., Mr. Ram Rakesh Gaur, Chief Executive Officer, Mr. Vinod Sureka, Chief Financial Officer and Mr. Hitesh Kanani were Key Managerial Personnel of the Company.

Subsequent to close of the Financial Year 2023-24, the following changes took place in Key Managerial Personnel of the Company:

- Mr. Harsh Bapna was appointed as Chief Executive Officer and Key Managerial Personnel of the Company with effect from 01st April, 2024.

- Mr. Vinod Sureka stepped down as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 01st June, 2024.

- Mr. Anil Kumar Mungad was appointed as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 01st July, 2024.

Following are the Key Managerial Personnel of the Company as on date:

i. Mr. Harsh Bapna, Chief Executive Officer

ii. Mr. Anil Kumar Mungad, Chief Financial Officer

iii. Mr. Hitesh Kanani, Company Secretary

16. NUMBER OF MEETINGS OF THE BOARD:

During the Year under review, 7 (seven) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of this Annual Report.

17. PERFORMANCE EVALUATION:

The Nomination and Remuneration Committee has specified the manner for effective evaluation of performance of the Board, its Committees and individual Directors in accordance with the provisions of Section 178 of the Act.

Accordingly, the Board has carried out an annual evaluation of its own performance, performance of the individual Directors including Independent Directors. Further, the Committees of the Board had carried out self-evaluation of its performance and the outcome was submitted to the Chairman of the Nomination and Remuneration Committee for his review.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

The terms and conditions of appointment of Independent Directors are also available on the Company''s website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/ policies/Terms_and_Conditions_of_Appointment_of_ the_Independent_Directors.pdf.

18. BOARD COMMITTEES:

The composition of various Committees of the Board is in accordance with the requirements of applicable provisions of Act and Listing Regulations. As on 31st March, 2024, the composition of various Committees of the Board is as follows:

A. Audit Committee:

Name of the Director	Designation	Category
Mr. A. Siddharth	Chairman	Non-Executive Independent Director
Ms. Mumtaz Bandukwala	Member	Non-Executive Independent Director
Mr. Rahul Dutt	Member	Non-Executive Independent Director
Mr. V. Ramachandran	Member	Non-Executive NonIndependent Director

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee:

Name of the Director	Designation	Category
Mr. Rahul Dutt	Chairman	Non-Executive Independent Director
Mr. A. Siddharth	Member	Non-Executive Independent Director
Mr. Hemant	Member	Non-Executive Non-
Desai		Independent Director

C. Stakeholders Relationship Committee:

Name of the Director	Designation	Category
Mr. Anil Kumar	Chairman	Non-Executive Non-
Rajbanshi		Independent Director
Ms. Mumtaz	Member	Non-Executive
Bandukwala		Independent Director

Mr. A. Siddharth	Member	Non-Executive Independent Director
Mr. V.	Member	Non-Executive Non-
Ramachandran		Independent Director

D. Corporate Social Responsibility and Governance Committee:

Name of the Director	Designation	Category
Ms. Mumtaz Bandukwala	Chairperson	Non-Executive Independent Director
Mr. Rahul Dutt	Member	Non-Executive Independent Director
Mr. V. Ramachandran	Member	Non-Executive NonIndependent Director

E. Risk Management Committee:

Name of the Director	Designation	Category
Ms. Mumtaz Bandukwala	Chairperson	Non-Executive Independent Director
Mr. Anil Kumar Rajbanshi	Member	Non-Executive NonIndependent Director
Mr. V. Ramachandran	Member	Non-Executive NonIndependent Director

F. Managing Committee [Voluntary Committee]:

The Board has constituted a voluntary committee known as the ‘Managing Committee'' to manage the day-to-day affairs of the Company and authorised to take all such decisions and actions as may be required to be taken in the ordinary course of the business. The composition of the Managing Committee as on date is as follows:

Name	Category of Director / Designation of the Employee
Mr. V. Ramachandran	Non-Executive NonIndependent Director
Mr. Harsh Bapna	Chief Executive Officer
Mr. Anil Kumar Mungad	Chief Financial Officer
Mr. Bijay Agrawal	President - Commercial
Mr. Rajbir Saini	Chief Human Resources Officer

For details of change in the composition of the Managing Committee, please refer the Corporate Governance Report, which forms part of this Annual Report.

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence prescribed under the Act and the Listing Regulations;

b) they have registered their names in the Independent Directors'' Databank;

c) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors of the Company possess the requisite qualifications, experience (including proficiency), expertise and hold highest standards of integrity.

20. DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY:

The Board on the recommendation of the Nomination and Remuneration Committee has framed Policy for Selection of Directors and Determining Directors'' Independence and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees in compliance with Section 178(3) of the Act and Regulation 19 of the Listing Regulations and the same are available on the Company''s website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/policies/Policy_for_Selection_of_Directors_ and_Determining_Directors''_Independence.pdf, and https://www.alokind.com/assets/pdf/investor-relations/ policies/Remuneration_Policy.pdf, respectively.

The Policy for Selection of Directors and determining Directors'' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors'' independence, if the person is intended to be appointed as independent director. There has been no change in the policy during the year under review.

The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policies during the year under review.

21. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the losses of the Company for the Financial Year ended on that date;

(iii) the Directors have taken proper and sufficient care 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;

(iv) the Directors have prepared the annual accounts for the Financial Year ended 31st March, 2024 on a going concern basis;

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

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

22. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review:

a) All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms'' length basis and do not have potential conflict with interest of the Company at large.

b) The contracts / arrangements / transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as Annexure - 3 to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at https://www.alokind. com/assets/pdf/investor-relations/policies/Policy_on_ Materiality_of_RPT.pdf. There has been no change in the policy during the year under review after the link.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 38 of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

23. INTERNAL FINANCIAL CONTROLS:

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews the adequacy and effectiveness of Company''s Internal Controls and monitors the implementation of audit recommendations.

24. AUDITOR AND AUDITOR''S REPORT:

(a) Statutory Auditors:

S R B C & CO LLP, Chartered Accountants (ICAI FRN Reg. No. 324982E / E300003) were appointed as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, at the 33rd AGM, held on 29th December, 2020. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Statutory Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditors'' Report on the standalone and consolidated financial statements of the Company for the Financial Year ended 31st March, 2024, forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer.

(b) Cost Auditors:

Pursuant to the provisions of Section 148 of the Act, read with the Rules made thereunder, the Company has appointed B.J.D. Nanabhoy & Co., Cost Accountants, Mumbai (Reg. No. FRN-000011) to undertake the audit of the cost records of the Company for the Financial Year ended 31st March, 2024.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a general meeting for their ratification and the same forms part of the Notice convening the AGM.

In accordance with the provisions of Section 148(1) of the Act, read with the Rules made thereunder, the Company has maintained cost records.

(c) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act, read with the Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company has appointed Mr. Virendra G Bhatt, Company Secretary in Practice, (Membership No.: A 1157; Certificate of Practice No.: 124) to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2024. The Report given by the Secretarial Auditor is annexed herewith and marked as Annexure-4.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the SEBI. In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the Certificate as required under Schedule V(E) of Listing Regulations received from the Secretarial Auditors of the Company forms part of this Annual Report.

26. COMPLIANCE OF SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company''s website and can be accessed through the link: https://www.alokind.com/assets/pdf/investor-relations/policies/Business_Responsibility_Policy.pdf.

28. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required pursuant to provisions of Section 134(3)(m) of the Act, read with the Rules made thereunder, is annexed herewith and marked as Annexure-5.

29. ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2024, is available on the Company''s website and can be accessed through the link: https://www.alokind.com/ generalmeeting.html.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). An Internal Committee has been set up to redress and resolve the complaints arising under the POSH. Appropriate reporting mechanisms are in place for ensuring protection against sexual harassment. There has been no change in the policy.

During the year under review, the Company has not received any complaints in this regard.

31. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Directors'' Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Directors'' Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write their e-mail to [email protected].

32. GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares and ESOS) to Directors & employees of the Company under any scheme.

d. None of Directors of the Company have received any remuneration or commission from any of its subsidiaries.

e. No fraud has been reported by the Auditors to the Audit Committee or the Board.

f. There has been no change in the nature of business of the Company.

g. The Company has not issued any warrants, debentures, bonds or any non-convertible securities, except as mentioned elsewhere in this Report.

h. The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

i. The financial statements of the Company were not revised.

j. The Company has not failed to implement any corporate action.

k. There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

l. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year upto the date of this Annual Report.

m. There was no application made/ proceeding pending under the Insolvency and Bankruptcy Code, 2016.

n. There was no instance of one-time settlement with any Bank or Financial Institution.

33. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at all the manufacturing units of the Company.

34. ACKNOWLEDGEMENTS:

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

For and on behalf of the Board of Directors Alok Industries Limited

Place: Navi Mumbai A. Siddharth

Date: 16th July, 2024 Chairman